Some complex, pro-business bills have received little attention
May is late in the legislative season in New Hampshire. With no budget to pass in the second year of a biennium and crossover date past, legislators in both houses are cleaning up the remaining bills that were passed to them by the other body and looking to the fall elections, with the 424 members deciding whether to run again or return to private life.Observing this year’s legislative work presents controversial and seemingly “dull” bills, sometimes inversely proportional in importance to the controversy created.For example, how important a bill allowing a tax credit for contributions to private schools for $2,500 scholarships for those choosing to attend is questionable, given the cost of private schools. But the bill and concept have received great debate and publicity on both sides of the issue.On the other hand, complex bills very important to a number of businesses and business organizations, have received little attention. Here are three examples: • Senate Bill 203, an act to update and modernize the limited liability company act in New Hampshire, the result of much study and work by corporate attorneys, accountants and business organizations, passed by the Senate after great work and consideration, has been considered by the House Commerce Committee. That committee unanimously recommended passage of the bill, which will make it easier to form and operate under the relatively recent LLC form.The committee did remove a helpful provision that would have allowed conversion from corporate form to LLC form of organization, without paying the real estate transfer tax, a seemingly unfair change, since when real estate actually is not changing ownership or control, why should a tax be due? In any event, no great headlines could be generated by the provisions of the bill, but its expected passage will make doing business in New Hampshire easier. • Senate Bill 205, adopting a revised Business Corporation Act, the governing law for the most common form of business organization, also the result of great amounts of work by corporate attorneys, accountants and supported by business associations, was recommended for study by the same committee, assumedly because of the length of the bill.If the study actually is conducted, a new bill will have to be introduced in the next session. While this undoubtedly will keep few citizens awake at night, during the interim, the existing law will make New Hampshire a less desirable place to incorporate than states in which the legislatures have kept up with legal developments. Some critics feared that the bill’s fate was the result of resentment directed at some actions by the business community.Senate Bill 204, amending Article 9 of the Uniform Commercial Code, which governs secured transactions, passed the Senate and is being considered by the House. Again, this is a long and complex bill that has resulted from careful study by the Commissioners on Uniform State Laws who have recommended changes to the “new” Article 9 that was passed a number of years ago.After living with the statute, practitioners have proposed ways to make it more user-friendly. Although surely not a headline-grabber, passage of this bill will help many in the banking and financing business, and those dealing with security interests in property, helping commerce work.It is work like this that tests the mettle of legislators, and passage after consideration helps everyone do business, although the fate of none of these bills probably will affect the upcoming elections.*****In other notable action, the state Senate returned a number of bills to the House, refusing to consider them, since they were identical to measures defeated in the first year of the biennium, therefore violating a rule that such proposed laws cannot be considered a second time by the same Legislature.The Senate Energy and Natural Resources Committee considered House Bill 1490, another attempt to withdraw New Hampshire from the Regional Greenhouse Gas Initiative, which conservatives see as a governmental scheme to move money around and which environmentalists claim will help reduce global warming and fund conservation measures. An attempt to do this in the first year of the biennium failed in the Senate, and this bill is a different attempt to do so, therefore surviving the rule on avoiding second consideration of identical measures.The traditional battle between trial attorneys and segments of the health care industry was in full view during the consideration of SB 406, a bill that allows a voluntary alternate way to handle medical malpractice claims with a so-called “early offer” mechanism that proponents claim will speed up payment and reduce costs, and which the trial bar considers a denial of full justice to injured parties.Whether the enactment would reduce health care costs goes to the fundamental question of whether, in New Hampshire, the cost of medical malpractice claims and judgments actually affects the cost of care. That is an argument that will not end with the consideration of this bill.Brad Cook, a shareholder in the Manchester law firm of Sheehan Phinney Bass + Green, heads its government relations and estate planning groups. He also serves as secretary of the Business and Industry Association of New Hampshire.