The mission of the Corporate Laws Committee is to adopt amendments to and provide expert commentary on the Model Business Corporation Act. The Committee addresses issues relating to the functioning of public and private corporations, and presents programs and publishes handbooks, treatises, statutory compilations and other reports and papers on this subject.
- 24 regular members, each serving 6-year terms, plus a chair and secretary.
- Approximately 20 senior advisors, liaisons and special advisors.
- Three standalone in-person meetings a year plus an in-person meeting at the Business Law Section Spring Meeting.
- Approximately 10 working task forces addressing various corporate law issues and amendments to the Model Business Corporation Act.
- As its primary function, the Committee continuously considers the need for possible amendments or additions to the Model Business Corporation Act in light of developments in corporate and securities laws, judicial decisions and regulatory actions.
- The Committee presents a program annually at the Business Law Section Spring Meeting and co-sponsors other programs from time to time.
- Current publications published by the Committee include the Model Business Corporation Act Annotated, The Corporate Directors Guidebook and the Handbook for the Conduct of Shareholders’ Meetings.
Areas of Expertise
- State corporate laws
- Corporate governance
- Relationship between state corporate law and federal securities laws
Note: Some documents require membership in the Corporate Laws Committee for access.
- Model Business Corporation Act (without Comments)
- Model Business Corporation Act (with Comments)
- Proposed Amendments
- Annual Changes to the Model Business Corporation Act Since 4th Edition
- Amendments Adopted After Initial Publication of the Fourth Edition of the Model Business Corporation Act (December 2007)
- Amendments to Sections 7.30 & 7.32 Removing Automatic 10-Year Limit on Duration of Voting Trust Agreements and Shareholder Agreements 68 Bus. Law. 157 (2012), 68 Bus. Law. 1111 (2013)
- Amendment to Section 14.34 Relating to Court-Ordered Dissolutions 67 Bus. Law. 731 (2012), 68 Bus. Law. 155 (2012)
- Adoption of Section 7.29A Providing for Judicial Review of Corporate Elections, Shareholder Votes and other Corporate Governance Disputes 66 Bus. Law. 963 (2011), 67 Bus. Law. 729 (2012)
- Amendment to Section 7.22 Relating to Survival of Irrevocable Proxies Following a Transfer of Underlying Shares 66 Bus. Law. 973 (2011), 67 Bus. Law. 729 (2012)
- Amendments to Permit Limitations on Separate Group Voting Rights on Certain Mergers, to Delink Voting and Appraisal Rights, and to Make Related Changes 65 Bus. Law. 1121 (2010)
- Amendment to Section 8.58 Relating to Indemnification 66 Bus. Law. 66 Bus. Law. 367 (2011)
- Amendments to incorporate electronic technology amendments65 Bus. Law. 885 (2010)
- Amendments to shareholder voting provisions authorizing remote participation in shareholder meetings and bifurcated record dates 65 Bus. Law. 153 (2009)
- Amendment relating to shareholder proxy and related amendments to Chapters 2 and 10 64 Bus. Law. 1157 (2009)
- Amendments to incorporate electronic technology amendments 64 Bus. Law 1129 (2009)
- Changes in the Model Business Corporation Act--Proposed "Force the Vote" Amendment to Chapters 8, 9, 10, 11, 12 and 14, 63 Bus. Law. 511 (2008)
- Amendment to Section 6.24 relating to delegation to officers of authority to grant options, 63 Bus. Law. 525 (2008)
- Amendment to Section 6.24 relating to delegation to officers of authority to grant options; Adoption of Section 8.26 ("Force the Vote") and Related Amendments to Chapters 8, 9, 10, 11, 12, and 14, 63 Bus. Law. 1275 (2008)