Attended the Connecticut Legal Conference on June 13^th. This annual Bar Association gathering feature a full day of information sessions on a wide array of legal topics. Of interest to small business clients:

{C}·      the new revised Limited Liability Company Act (effective July 1, 2017),

{C}·      new SEC rules on Crowdfunding, allowing equity fund raising over Internet portals,

{C}·      Crowdsourcing for imagery and other creative works, and

{C}·      a presentation on the latest technology for law office management (or managing in general).

Connecticut will have a new limited liability company act, effective July 1, 2017. The new act follows the uniform Limited Liability Act and has the benefit of standardizing Connecticut’s law with that of most other states. This new law will require many LLC’s to review and revise the provisions of their operating agreements. Numerous default rules have been changed or added and many conflicts can develop. Under the new law third parties should be more careful about the authority of members to bind the LLC. The apparent authority rule in the current act will be modified after the effective date.

             The state bar’s LLC committee plans more intensive presentations in the near future and updates and other recommendations will be presented here.

New ways to raise capital by selling equity securities are now possible through CrowdFunding. For some time online websites, such as Kickstarter, have provided fundraising in exchange for a “gift” (project CrowdFunding) or as donation-possibly tax deductible- (gift Crowdfunding). Unlike project and gift CrowdFunding, the new rules will result in an actual ownership interest, usually a non-voting common stock. As of May 15, 2016 an exemption from Securities and Exchange registration exists for offerings of less than $1 Million that are made through licensed Internet portals. Several of these now exist and equity raises for companies that qualify may be facilitated for the first time. The CrowdFunding regulations are particularly interesting in that they will allow a raise in small amounts from an unlimited number of investors, without regard to the Rule 506 accredited investor status. So some of Kevin’s clients may find themselves able to invest in small ventures for the first time.

Kevin also attended panel presentations on Open Source use of visual and other artistic works, a potential source of legal use of imagery by business owners to enhance interest in their presentations to the public.  Finally a presentation was made on new technology innovations to help manage law practices. Again much of this technology is not law specific and may help other business owners in solving ordinary daily operating problems.

The conference covered at least forty discrete topics, Kevin will be reviewing the materials from other areas and passing along any thing else that will help his business clients succeed.

NEW POWER OF ATTORNEY!! EFFECTIVE OCTOBER 1ST.

Connecticut’s new Power of Attorney law takes effect on October 1, 2016. The new law is the result of ten years of effort leading to the adoption of a new Connecticut Uniform Power of Attorney in the 2015 legislative session.  Due to the complex nature of the law, its effective date was deferred to this October, in order to allow the Bar and the Legislature to consider any necessary corrections.

            The new act will “preserve the effectiveness of durable powers in a low cost, flexible and private form of surrogate decision making.” A very worthy goal

            The new act is a modernization of existing law that retains the familiar power of attorney form now in wide spread use.  And yes, all existing powers are still valid and enforceable.  The language is made contemporary and it is now clear that the party appointed is in fact an Agent of the party executing the power.  The archaic and confusing designation “Attorney in Fact” is now gone.

            The concerns of Financial Institutions are addressed. The act addresses numerous concerns about disputed or defective powers by narrowing liability to defects or claims that are actually known. Financial Institutions must accept a power within a specified period of time or provide a denial with specific grounds for the denial.  There is a process for court review of any disputes.

            “Hot Posers” are a new addition. These are “opt in” powers that must be affirmatively selected. (Standard powers are still “opt out” as always.)  The “Hot Powers” deal with a narrower but important subject matter.  Included are gifts, funding inter vivos trusts., survivorship and analogous beneficiary designations, disclaimers and access to digital assets.

            Finally, all powers are now durable posers. They will survive the disability of the principal, unless expressly provided otherwise.

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