May 14, 2020

Model Business Corporation Act 50th Anniversary

Model Business Corporation Act-50th Anniversary

Editor's Note
      Harold S. Barron, 56(1): 1 (Nov. 2000)

Protecting Directors and Officers from Liability--The Influence of the Model Business Corporation Act
      James J. Hanks, Jr. and Larry P. Scriggins, 56(1): 3 (Nov. 2000)
Protecting directors and officers from personal liability for money damages has been an important theme in the development of corporation law over the past fifteen years. It was not always so. The celebrated case of New York Dock Co. v. McCollom , decided in 1939, cast substantial doubt on the power of a corporation to indemnify its directors, even when they had been successful in defending a suit against them. An early draft of the Model Business Corporation Act, published in 1946, and the initial Act, published in 1950, played important roles in legitimizing indemnification and the purchase by the corporation of directors and officers liability insurance. The authors analyze the decision in the McCollom case and the early statutes and cases that quickly followed it. The authors then trace the evolution of the Model Act provisions on indemnification and liability exculpation as well as later developments in The American Law Institute's Principles of Corporate Governance and more recent cases. The authors also silhouette important differences in the treatment of liability exculpation and indemnification by the Model Act, Delaware, and the ALI.

Director Care, Conduct, and Liability: The Model Business Corporation Act Solution
      R. Franklin Balotti and Joseph Hinsey IV, 56(1): 35 (Nov. 2000)
In 1974, the Model Business Corporation Act (the Act) was amended to include a standard of care for directors which standard is now found in Section 8.30 of the Act. The basic standard remained unchanged for almost twenty-five years. In 1998, however, it was amended to, among other things, set forth the general standards of conduct which directors should meet. In addition, a new Section 8.31 was added to provide guidelines and rules for judicial review of director conduct when claims for monetary relief are made against the directors. This Article traces the history of both sections and discusses their meaning and operation as well as their relationship to the business judgment rule.

A Chronology of the Evolution of the MBCA
      Richard A. Booth, 56(1): 63 (Nov. 2000)
This chronology recounts, year by year, the steps in the evolution and growth of the Model Business Corporation Act since the first efforts by NCCUSL in the 1920s to draft a uniform act and the ABA's undertaking in the 1940s to draft a federal corporation act through the most recent revisions relating to the duty of care, appraisal rights, fundamental changes, and dissolution. The chronology also catalogues the appearance in The Business Lawyer of the various notices and reports relating to the ongoing refinement of the MBCA.

The MBCA and State Corporation Law--A Tabular Comparison of Selected Financial Provisions
      Julie Barnett, Noel Manalo, Kristin Pickett, Michael W. Siri, Michael Smith, and Wendy A. Webb , 56(1): 69 (Nov. 2000)
As part of the commemoration of the 50th anniversary of the Model Business Corporation Act, this student project presents a comparison, in tabular form, of the corporation laws of the fifty-one jurisdictions as they relate to share dividends, options, preemptive rights, and distributions. The goal of the project is to provide a descriptive snapshot of these selected financial provisions and thus to illustrate the influence of the MBCA on the laws of the various states.