May 14, 2020

Model Business Corporation Act 1986—1990

Model Business Corporation Act 1986—1990

Changes in the Model Business Corporation Act—Amendments Pertaining to Distributions
      Committee on Corporate Laws, 42(1): 259–69 (Nov. 1986)
The Committee on Corporate Laws developed, and from time to time proposes changes in, the Model Business Corporation Act. This Report contains the text of amendments to sections 6.40 and 8.33 of the Model Act, and the Official Comments to those sections, as approved by the Committee.

Model Business Corporation Act: Implications for Takeover Contests
      Takeover Defense Task Force of the Committee on Corporate Laws, 42(2): 575–601 (Feb. 1987)
The Report considers the extent to which antitakeover measures are available under the Model Act. It also reviews the antitakeover activities of state legislatures in the wake of the Supreme Court's decision in Edgar v. MITE Corp ., 457 U.S. 624 (1982), which held an Illinois antitakeover statute to be unconstitutional under the Commerce Clause.

Technical Changes in the Model Business Corporation Act
      Committee on Corporate Laws, 42(2): 603–04 (Feb. 1987)
This Report contains the text of amendments to sections 1.40, 7.05, 13.01, and 16.02, and the Official Comments to those sections, as approved by the Committee.

Changes in the Model Business Corporation Act—Amendments Pertaining to Distributions
      Committee on Corporate Laws, 42(4): 1207 (Aug. 1987)
This Report notes the Committee's approval of sections 6.40 and 8.33, and the Official Comments to those sections, as published in 42 BUS. LAW. 259.

Changes in the Model Business Corporation Act—Amendments Pertaining to Director's Conflicting Interest Transactions
      Committee on Corporate Laws, 43(2): 691–716 (Feb. 1988)
This Report contains the text of new sections 8.60 through 8.63 in substitution for section 8.31, and the Official Comments to those sections, as approved by the Committee.

Changes in the Model Business Corporation Act—Amendments Pertaining to Proceedings
      Committee on Corporate Laws, 44(2): 543–58 (Feb. 1989)
In response to both court decisions on derivative proceedings and the analysis of the ALI's Corporate Governance Project, the Committee has reexamined section 7.40 of the Model Act. The Committee proposes to substitute for that section new sections 7.40 through 7.47.

Revised Model Business Corporation Act: State Legislative Activity Report
      Committee on Corporate Laws, 44(2): 559–61 (Feb. 1989)
Since the Revised Model Business Corporation Act was adopted in 1984, it has influenced the revision of many states' business corporation statutes. This Report summarizes the current status of state legislative activity in response to the Act.

Changes in the Model Business Corporation Act—Amendments Pertaining to Directors' Conflicting Interest Transactions
      Committee on Corporate Laws, 44(4): 1307–34 (Aug. 1989)
This Report notes the Committee's approval of sections 8.60 through 8.63, and the Official Comments to those sections, as published in 43 BUS. LAW.691 and revised by the present Report.

The Role of the Business Judgment Rule in Shareholder Litigation at the Turn of the Decade
      Dennis J. Block, Stephen A. Radin, and James P. Rosenzweig, 45(2): 469–510 (Feb. 1990)
This Article examines the unprecedented developments in the law surrounding the business judgment rule in shareholder derivative litigation in the 1980s, both in the context of when a prelitigation demand is required and the scope of judicial review of board decisions to refuse a shareholder's demand that litigation be commenced. Particular attention is devoted to the pending proposals to codify the law in these areas in the Model Business Corporation Act and Principles of Corporate Governance: Analysis and Recommendations.

Changes in the Revised Model Business Corporation Act—Amendment Pertaining to the Liability of Directors
      Committee on Corporate Laws, 45(2): 695–703 (Feb. 1990)
This Report contains the text of proposed amendments to section 2.02(b), and the Official Comment to that section, as approved by the Committee.

Changes in the Model Business Corporation Act—Amendments Pertaining to Derivative Proceedings
      Committee on Corporate Laws, 45(3): 1241–56 (May 1990)
New sections 7.40 through 7.47 of the Model Act have been adopted governing procedures for shareholder derivative suits. Principal changes include requiring a shareholder demand in all cases and setting forth the standard for dismissal upon a determination by independent directors that the maintenance of the proceeding is not in the best interests of the corporation.

Other Constituencies Statutes: Potential for Confusion
      Committee on Corporate Laws, 45(4): 2253–71 (Aug. 1990)
The Committee continuously reviews legislative and judicial developments in corporation law and the provisions of the Revised Model Business Corporation Act to determine whether the Act gives appropriate recognition to evolving developments in corporation law. This Report addresses the Committee's review of so-called other constituencies statutes, enacted in a number of states, that generally authorize directors to take into account the interests of other constituencies—persons or groups other than shareholders—in performing their duties, including the making of change-of-control decisions. After discussing the historical development of these statutes, and the rationale underlying them, the Committee determined that the Act should not be amended to include such a provision.

Proposed Model Bylaws To Be Used with the Revised Model Business Corporation Act (1984)
      James R. Burkhard, 46(1): 189–240 (Nov. 1990)
This Article provides a set of bylaws for use with the Revised Model Business Corporation Act. These bylaws are substantially different from those used with the 1969 Model Act. An introductory outline identifies the major changes. Comments following each bylaw section explain the section's purpose and RMBCA derivation.

Changes in the Revised Model Business Corporation Act—Amendments Pertaining to Closely Held Corporations
      Committee on Corporate Laws, 46(1): 297–318 (Nov. 1990)
The Committee invites comments on proposed amendments to the Revised Model Business Corporation Act to better accommodate the needs of closely held corporations and their shareholders. Proposed new section 7.32 authorizes shareholder agreements eliminating the board of directors and otherwise providing for rules of governance that are inconsistent with other provisions of the Act. Proposed section 14.34 gives a corporation or the remaining shareholders a limited right to purchase at fair value the shares of a shareholder who has filed a petition for judicial dissolution of the corporation on grounds set forth in section 14.30(2). The adoption of the proposed changes will reduce, if not eliminate, the need for a state to adopt the close corporation supplement.

Changes in the Revised Model Business Corporation Act—Amendment Pertaining to Liability of Directors
      Committee on Corporate Laws, 46(1): 319 (Nov. 1990)
This Report notes the Committee's approval of section 2.02(b) of the Model Business Corporation Act, and the Official Comment to that section, as published in 45 BUS. LAW.695 and revised by the present Report.