ABA Corporate Laws Committee Publishes for Comment an Exposure Draft of the 2016 Revision of the Model Business Corporation Act

(Pix © Larry Catá Backer 2016)

In the United States since the 20th century, important non state actors have assumed powerful quasi legislative functions.  The American Law Institutes Restatements of the Law have served as an important source of guidance for courts and legislatures in a variety of fields.  Likewise the American Bar Association has produced a series of quite influential model acts to serve as legislative templates--and interpretive glosses, on some of the most important areas of law in the United States. (Considered in broader context here).

The Model Business Corporation Act has been one of the most influential pieces of non-legislative legislation of this generation.  It has served as the basis for law reform in a majority of states and its official comments  have been influential in judicial decision making throughout the United States. Its origins lie in 1940 when, in the anticipation of the enactment of a Federal Corporations Act, the American Bar Association was asked to prepare an appropriate model for Congress to consider.  (Melvin Eisenberg, Review Work: "The Model Business Corporation Act and the Model Business Corporation Act Annotated," The Business Lawyer 29(4):1407-1431 (July 1974)). There was no Federal Corporations Act, but the Model Business Corporations Act by its 1946 publication, the effort assumed an even more potent form as a model of state legislatures seeking to modernize their structures for the regulation of business enterprise operating in corporate form. (Ibid).

Now, the ABA Corporate Laws Committee is publishing for comment an Exposure Draft of the 2016 Revision of the Model Business Corporation Act. This Revision represents the first top to bottom revision of the Act since publication of the Revised Model Business Corporation Act in 1984. 

 Comments are encouraged but must be delivered to the Corporate Laws Committee Chair, Karl John Ege, before August 15, 2016 either by mail to 1201 3rd Avenue, Suite 4900, Seattle, WA 98101, or by email to kege@perkinscoie.com.

The announcement and links follow.

After six years of dedicated effort the ABA Corporate Laws Committee is publishing for comment an Exposure Draft of the 2016 Revision of the Model Business Corporation Act. This Revision represents the first top to bottom revision of the Act since publication of the Revised Model Business Corporation Act in 1984. The Revised Act has served as the basis for the organic corporation law in more than 30 jurisdictions, with portions embedded in the corporation law in several others. The 2016 Revision represents a compilation of all of the amendments to the Act since 1984, including several adopted within the last three years following publication for comment in The Business Lawyer, as well as a thorough review and revision of the Act and its Official Comment. The 2016 Revision also incorporates the basic terminology and concepts contained in the Uniform Business Organizations Code, adopted by the Uniform Law Commission in 2011.

Comments are encouraged but must be delivered to the Corporate Laws Committee Chair, Karl John Ege, before August 15, 2016 either by mail to 1201 3rd Avenue, Suite 4900, Seattle, WA 98101, or by email to kege@perkinscoie.com.

The Committee will consider adoption of a final version of the 2016 Revision at its September meeting in Boston.

Set forth below are links to three separate documents. The first is a Memorandum prepared by the Committee that sets forth in detail the assumptions, standards and methodology used by the Committee in formulating the Exposure Draft. The second is the Exposure Draft. The third document is the Exposure Draft marked to show changes from the annotated version of the Revised Model Business Corporation Act that was last published in 2013.

Here are links to each of the documents:

1. Memorandum from the Corporate Laws Committee: The 2016 Revision to the Model Business Corporation Act Exposure Draft.

2. Corporate Laws Committee: Exposure Draft of the 2016 Revision of the Model Business Corporation Act.

3. Corporate Laws Committee: Exposure Draft of the 2016 Revision of the Model Business Corporation Act (marked to show changes from the 2013 publication of the MBCA Annotated).

The Corporate Laws Committee looks forward to your comments.

Sincerely,

Karl John Ege
Chair, ABA Business Law Section Corporate Laws Committee