CAPITOL REPORT

This is a status report provided by the New Jersey State Bar Association on recently passed and pending legislation, regulations, gubernatorial nominations and/or appointments of interest to lawyers, as well as the involvement of the NJSBA as amicus in appellate court matters. To learn more, visit njsba.com.

Lame Duck Marathon Moves Forward Despite Snow

The traditional end-of-the-session lame duck voting marathon was cancelled due to snow, upending the legislative calendar. Voting was expected to resume on Friday.

The agenda included a package of corporate governance bills sponsored by Senator Patrick Diegnan and supported by the New Jersey State Bar Association. The bills (A-2161/S-2237; A-2162/S-2234; A-2970/S-2236; A-2971/S-2235; A-2975/S-2238; and S-2239) are recognized by the association as amendments to New Jersey corporate law that will update current law. Some are the result of recommendations of the New Jersey Corporate and Business Law Study Commission. The bills address issues including the allowance of a corporation to adopt a ‘force the vote’ provision in a plan of merger or consolidation; permitting the inclusion of a forum selection clause in a company’s bylaws; permitting corporate directors to approve actions without a meeting by electronic transmission; allowing corporations to impose reasonable limitations or conditions on the use or distribution of books and records by shareholders; and allowing the inclusion of proxy materials and information regarding shareholder-nominated individuals in a corporation’s proxy solicitation materials.

Senator Diegnan will speak on these bills and his overall insights into the political landscape for 2018 on the work of the study commission at the association’s Corporation Counsel Institute later this week.

Removed from the agenda is the Foreclosure Mediation Program, which showed swift movement in the last few weeks. Sponsored by Senator Ron Rice, S-1130 proposes to codify the program established by the New Jersey Judiciary in response to the increase in residential foreclosures. The association urged the sponsors to amend the bill to remove the imposition sanctions on parties who failed to meaningfully participate in the foreclosure process, permit a mediator to report on the conduct of the parties against their ethical obligations to keep such discussions confidential, and to remove the additional filing fees imposed to participate in mediation. Senator Rice removed the bill from consideration to address these concerns and the association remains hopeful it will be able to work with the sponsors on the language.

In addition to the voting session, the Senate Judiciary Committee met to consider a final round of appointments to the workers’ compensation court, including the reappointment of Ashley Hutchinson of Hightstown and Dawn Shanahan of Hamilton, and the appointment of John Hugh McGovern Jr. of Neptune. Also up for consideration are appointments to the Delaware River Port Authority, South Jersey Transportation Authority, Commission on Civil Rights and South Jersey Transportation Authority.

The session ends this week, coinciding with the inauguration of Phil Murphy as governor and a turnover in the administration. The association will be closely monitoring the new administration.