July 15, 2024 - The Uniform Law Commission (ULC) will convene in person for its 133rd Annual Meeting in Boston, Massachusetts, from July 19-25, 2024. The ULC is a national law group comprising members from every state, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. It drafts model and uniform state laws in areas in which national uniformity is desirable and practical.
Drafts which will be debated at the meeting are posted online at the ULC website at www.uniformlaws.org. Three new uniform or amendments to acts are scheduled for completion at this summer's annual meeting:
Antitrust Pre-Merger Notification Act
Since 1976, the federal Hart-Scott-Rodino Act ("HSR"), has required companies proposing to engage in most significant mergers or acquisitions to file a notice with the two federal antitrust agencies – the Federal Trade Commission and the Justice Department's Antitrust Division – at least 30 days prior to closing. The HSR filing includes both a basic form detailing information like the corporate structure of the parties, and additional documentary material, such as presentations about the merger to the company's board of directors. The HSR filing allows the federal antitrust agencies to scrutinize mergers before they are completed. State Attorneys General also have a legal right to challenge anticompetitive mergers, both under the federal Clayton Act and their own state antitrust laws. However, the AGs do not have access to the HSR filings. Further, HSR's strict confidentiality provisions prohibit the federal agencies from sharing HSR filings with the AGs. This puts the AGs at a significant disadvantage in the process of merger review. It also creates additional costs and uncertainties for the merging parties. The Antitrust Pre-Merger Notification Act is intended to address the concerns of both the AG and business communities by creating a simple, non-burdensome mechanism for AGs to receive access to HSR filings at the same time as the federal agencies, and subject to the same confidentiality obligations. Under this Act, covered entities must provide their HSR filing to the AG contemporaneously with their federal filing. The material filed with the AG is subject to essentially the same confidentiality protections as applicable to the federal agencies, except that an AG that receives HSR materials may share them with any other AG whose state has also adopted this Act. The anticipated effect is to facilitate early information sharing and coordination among state AGs and the federal agencies. The Act will balance the needs of state enforcers for information with the burdens and risks to filers.
Mortgage Modification Act
The parties to a mortgage often agree to modify the terms of the mortgage loan or other obligation secured by the mortgage after the initial transaction is completed. Typical modifications include extending the maturity date of a loan, changing the interest rate or the method by which interest is calculated, increasing the loan amount by agreeing to additional advances, capitalizing unpaid interest, modifying escrow or insurance requirements, and modifying financial covenants. The common law is not clear on the issue of whether the modification of a mortgage loan or other obligation secured by a mortgage affects the priority of the mortgage as against junior interest holders. This lack of clarity in the law causes delay and unnecessary expense for borrowers and in some cases may mean that a loan is foreclosed rather than modified. The Mortgage Modifications Act is meant to resolve problems and uncertainty in the law governing the modification of mortgage loans and other obligations secured by a mortgage. Current law is not clear, leading to unnecessary expense and delay in loan modifications and in some cases to foreclosures that could have been avoided by a modification. The purpose of the Act is to save time and expense for borrowers and lenders to facilitate agreed upon loan modifications to avoid foreclosure. The act benefits both homeowners and commercial borrowers in distress by making it easier to modify a loan as an alternative to foreclosure.
Updates to the Uniform Unincorporated Organization Acts
The purpose of these updates is to amend the various ULC Unincorporated Organization Acts, including the Uniform Partnership Act, the Uniform Limited Partnership Act, the Uniform Limited Liability Company Act, the Uniform Protected Series Act, the Uniform Business Organizations Code, and the Model Entity Transactions Act, to address issues arising from the consideration of evolving case law and other concerns raised in connection with the various states' consideration of the Unincorporated Organization Acts.
The ULC, now in its 133rd year, comprises more than 350 practicing lawyers, governmental lawyers, judges, law professors, and lawyer-legislators from every state, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. Commissioners are appointed by their states to draft and promote enactment of uniform laws that are designed to solve problems common to all the states.
After receiving the ULC's seal of approval, a uniform or model act is officially promulgated for consideration by the states, and legislatures are urged to adopt it. Since its inception in 1892, the ULC has been responsible for more than 200 acts, among them such bulwarks of state statutory law as the Uniform Commercial Code, the Uniform Probate Code, the Uniform Partnership Act, and the Uniform Interstate Family Support Act.
Other drafts which will be debated at the ULC annual meeting, but which are not scheduled for final approval, include the Conflict of Law in Trust and Estate Acts, the Virtual Currency Customer Protection Act, the Judicial Interview of Children Act, and the Assignment for Benefit of Creditors Act.
The current drafts of all of these acts can be found at the ULC's website at www.uniformlaws.org.
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Uniform Law Commission / 111 N. Wabash Ave., Suite 1010, Chicago IL 60602 / 312/450-6600 / www.uniformlaws.org
Contact: Katie Robinson, ULC Senior Director, Strategy & Communications, krobinson@...
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Katie Robinson
Senior Director for Strategy and Communications
Chicago IL
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