Monday, July 18, 2011

One More Step Towards A California Flexible Purpose Corporation: A Legislative Update and A Great Loss

Legislative Update.

Friday marked a first in recent years: The California Legislature begain it's one-month summer recess! (During the past several years, the summer recess was cancelled while the legislature worked with the Governor to reach a budget compromise.) So, for the next four weeks, there will be no news from Sacramento regarding the two pieces of legislation we've been following: SB 201: The Flexible Purpose Corporation Act, and AB 361 The Benefit Corporation Act.

But Sacramento took one final step before vacating.

On Wednesday, July 13th, the Assembly's Appropriations Committee voted ten to four to pass SB 201, leaving the Felxible Purpose Corporation one vote away from Governor Brown's desk. The full Assembly is expected to vote on the bill shortly upon return to Sacramento.

Word in Sacramento suggests that AB 361 will appear on the Senate Appropriations Committee docket shortly following the summer recess and will also move thereafter to a full Senate vote, and then onto Governor Brown's desk.

So here's the good news:

Before the end of August, we might see both SB 201 and AB 361 ready for Governor Brown's signature.

Stay tuned on what the Governor might do!

A Great Loss.

On the same day that the Assembly Appropriations Committee passed SB 201, we saw the passing of a giant in the California legal community. R. Bradbury Clark, 87, served as an advisor to the California Working Group on New Corporate Forms which drafted SB 201. But this was far from a crowning achievement in his amazing career.

A lawyer at O'Melveny and Meyers from 1951 until the day he passed, R. Bradbury Clark was the primary draftsman of California's General Corproation Law in 1975 and its Nonprofit Corporation Law. He served on the Executive Committee during the first year of the State Bar's Business Law Section (having served previously on the predecessor Corporations Committee) and was a recipient of the Calbar Business Law Section's Lifetime Achievement Award (along with another advisor to the Working Group, Marshall L. Small). (Given how Mr. Clark never mentioned his Purple Heart with Oakleaf Cluster and two Bronze Stars for his service in World War II and his valor at the Battle of the Bulge, I'm guessing that awards such as these were greeted with great humility.)

R. Bradbury Clark represented a great legal mind, but more importantly, a wonderful person who cared deeply about the legal profession and how the law could keep pace to allow for the best of what humanity might achieve. His devoted service in advising on the drafting of SB 201 was simply one small manifestation of the man's remarkable life.

He will be missed!

*Todd is a partner at the law firm of Jones Day, where he founded their Silicon Valley Office and runs their Renewable Energy and Sustainability Practice. The views expressed in this column are solely Todd’s personal views, not the views of Jones Day or its clients, and the information provided as to his affiliation with Jones Day is solely for purposes of identification and may not and should not be construed to imply endorsement or even support by Jones Day of the views expressed herein.

© R. Todd Johnson, 2011. Business for Good.SM is a service mark of R. Todd Johnson. The thoughts, ideas and words expressed in this column are the property of R. Todd Johnson and may not be otherwise used or reprinted without express permission from Todd.


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