In 2018, the New Jersey State Legislature enacted significant changes to corporate law that, in the aggregate, mirror Delaware corporate law in relevant areas and were intended to make New Jersey a more competitive, business-friendly landscape. In 2019, we can expect to see the effects of those changes, with legal practitioners and their corporate clients increasingly taking advantage of the revisions, which largely embrace the technological realities of our changing times and may afford companies more convenient, facile ways of conducting their corporate business.

Let’s review some of those changes that affect companies seeking to incorporate or maintain business operations in New Jersey, and look ahead to what should, and probably will, occur as a result of the new features of the New Jersey Business Corporation Act (NJBCA):

  • Corporate directors unable to transmit a signed written consent can now approve actions without a meeting by means of electronic transmission. See N.J.S.A. 14A:6-7.1(5). Previously, absent an alternate directive in a corporation’s certificate of incorporation or bylaws, directors could consent to an action, without voting at a meeting (whether in person or by teleconference), only by written consent signed by all directors. Now, directors can provide their consent by sending emails (among other forms of electronic transmission) to that effect. Recognizing that modern modes of communication compelled this change, New Jersey embraced what other states, including Delaware, had already acknowledged was a reality in the digital age.

Click to read “Drafters, Nota Bene: A Review of Recent Changes in New Jersey Corporate Law with Drafting Implications” article.