SENATE BILL REPORT
SSB 5107
As Passed Senate, March 10, 1997
Title: An act relating to consent provisions under the Washington business corporation act.
Brief Description: Modifying consent provisions under the Washington business corporation act.
Sponsors: Senate Committee on Law & Justice (originally sponsored by Senators Roach and Johnson).
Brief History:
Committee Activity: Law & Justice: 1/27/97, 2/24/97 [DPS].
Passed Senate, 3/10/97, 47-0.
SENATE COMMITTEE ON LAW &
JUSTICE
Majority Report: That Substitute Senate Bill No. 5107 be substituted therefor, and the substitute bill do pass.
Signed by Senators Roach, Chair; Goings, Haugen, Kline, Long, McCaslin, Stevens and Zarelli.
Staff: Mal Murphy (786-7412)
Background: Current law does not allow for the non-unanimous written consent by a corporation=s shareholders to any action where their consent is required.
Summary of Bill: Corporate action may be authorized or taken by the non-unanimous written consent of the shareholders of a nonpublic company, where provision is made for such consent in the articles of incorporation.
Provisions relating to target corporations engaging in significant business transactions are clarified.
Appropriation: None.
Fiscal Note: Not requested.
Effective Date: Ninety days after adjournment of session in which bill is passed.
Testimony For: The bill will allow flexibility so small corporations can take advantage of emerging business opportunities, and makes our law consistent with that of Delaware. Also cleans up ambiguity in anti-takeover provisions of corporation law.
Testimony Against: None.
Testified: Kent Carlson, WSBA, Corporate Act Revision Committee.