Business Law e-Newsletter
October 28, 2016

From the Desk of Chair Judy B. Calton

The Business Law Section's AdvocacyJudy B. Calton

I am the new chair of the Business Law Section, stepping into the large shoes just vacated by Douglas L. Toering. One of my goals this year is for Section members to know more about what our Section does, and for the members to hopefully become more active.

One of the missions of the Section is to review and promote improvements to Michigan's business legislation and regulations. Our Section is active in fulfilling this mission and you are invited to participate. For example, Michigan's Department of Licensing and Regulatory Affairs (LARA) Corporations, and Securities and Commercial Licensing Bureau (CSCLB) published proposed securities regulations in the Michigan Register on September 1, 2016. The Rules Review Subcommittee of our Regulation of Securities Committee met several times in September to review the proposed rules, and submitted written comments to CSCLB. For more information on the Regulation of Securities Committee, contact its chair, Patrick J. Haddad at (313) 961-0200 or The Subcommittee's comments on, and resources related to, CSCLB's proposed securities rules are available on the Section's web page.

The Corporate Laws Committee was asked to support the development of Michigan benefit corporation legislation. The Committee worked with primary legislative sponsors on reviewing and making suggested modifications to the legislation, which is HB 5710–5713. In addition, the Committee developed a package of proposed legislation, which has been introduced as SB 1048. In summary, this bill would amend the Michigan Business Corporation Act to address the following:

  1. Resident Agents and Registered Offices: Permitting the board of directors to amend the articles of incorporation, without requiring shareholder approval, to delete references to resident agents and registered offices.
  2. Business Combinations Under Chapter 7A: Deleting Section 784(2) of the BCA because it is unnecessary.
  3. Professional Corporations: Clarifying the circumstances under which entities may be shareholders of professional corporations.
  4. Plans of Conversion: Removing many of the conditions applicable to approval of conversion by business organizations to domestic corporations.
  5. "Blank Check" Preferred Stock: Permitting the board to designate series (not just classes) of "blank check" preferred stock.
  6. Remote Participation in Shareholder Meetings: Clarifying the rules concerning remote participation in shareholder meetings.
  7. Shareholder and Director Consents Effective in the Future: Permitting shareholder and director written consents to be effective at a future time, whether or not the person is a shareholder or director at the time the consent is executed.
  8. Second Step Mergers: Eliminating the need for shareholder approval for a "second step" merger of a publicly held target company that follows a "first step" tender offer in which the offeror acquires a majority of the target's stock.

For more information about the Corporate Laws Committee, contact its chair, Justin G. Klimko at (313) 225-7037 or

The Section has a Legislative Review director which prepares quarterly reports on newly enacted business related legislation, new business bills, and pending business bills. The most recent report, for October 2016, can be found here. For more information, contact the Legislative Review director, Eric Lark at (313) 961-0200 or

If you are interested in other advocacy activities, contact the chair of the appropriate Section Committee.

Judy B. Calton
Chair, Business Law Section
(313) 465-7344

Section Events

Business Boot Camp 1—West Michigan
November 3–4; Grand Rapids

Debtor-Creditor Rights Committee Meeting
November 16; Southfield

The Brexit Effect
November 16; Troy

Council Meeting
December 3; Southfield

The Pervasiveness of Privacy
December 8; Troy

Business Boot Camp 1—Metro Detroit
January 30–31; Plymouth

Council Meeting
March 2; Lansing