The Corporate Laws Committee of the ABA Business Law Section recently published the fifth edition of The Model Business Corporation Act Annotated (MBCAA), which we had the privilege to edit. The Model Business Corporation Act (Model Act) has been widely adopted – 35 states follow it with only minor variations – so the MBCAA is significant to corporate practitioners and scholars alike for that reason alone.
The 5th edition of the MBCAA of course contains the full text of the Model Act, reflecting all amendments and Official Comments through July 1, 2020, including the substantial revisions effected by the 2016 revision of the Model Act, and more recent additions such as the provisions authorizing virtual-only shareholder meetings and public benefit corporations. Extensive additional resources, however, distinguish the newly published MBCAA from other published versions of the Act and, indeed, from other corporate law treatises. For each section of the Model Act, the annotations include:
- A description of the historical background of the section, including identification of its counterparts in previous editions of the Act and a narrative description of its drafting history;
- A list of counterparts in the statutes of the various states, updated through January 1, 2020 or later, and a summary description of principal alternative approaches reflected in those counterparts;
- An extensive compilation of selected case law descriptions involving interpretation of that section or statutes similar to the section in question, updated through the end of 2019;
- A compilation of treatment of the subject of the section in law review articles.
The MBCAA also includes an introduction that describes in detail the history of the Model Act in general and summarizes the major changes to the Act since the promulgation of the 1984 version of the Act. The introduction is available for free through SSRN, here. That description is supplemented by an appendix that includes a markup reflecting changes effected by and since the 2016 revision of the Act as well as a map showing state adoptions of the Model Act.
All of the foregoing materials are available through a comprehensive, searchable website that is available to purchasers of the four-volume set. Thus, in one centralized source the practitioner and scholar can access a wealth of information about state corporate statutes, their histories and rationales, their interpretation in the courts, and their evaluation by scholars.
To learn more about the MBCAA, Fifth Edition, a podcast featuring members of the Corporate Laws Committee discussing it is available here. More information about the Corporate Laws Committee is available here.
Jonathan Lipson holds the Harold E. Kohn Chair and is a Professor of Law at Temple University Beasley School of Law.
Lawrence A. Hamermesh is Emeritus Professor and the former Ruby R. Vale Professor of Corporate and Business Law at Widener University Delaware Law School.