SPECIAL PROJECT: DIRECTOR AND OFFICER LIABILITY: The Duty of Care and the Duty of Loyalty in the Revised Model Business Corporation Act * Skip over navigation
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Copyright (c) 1987 Vanderbilt Law Review, Vanderbilt University Law School
Vanderbilt Law Review

SPECIAL PROJECT: DIRECTOR AND OFFICER LIABILITY: The Duty of Care and the Duty of Loyalty in the Revised Model Business Corporation Act *

* This Special Project Note is cited as "Revised Model Act (Special Project)" throughout the Special Project.

April, 1987

Vanderbilt Law Review

40 Vand. L. Rev. 663





In 1950 the Committee on Corporate Laws of the Section of Corporation, Banking and Business Law of the American Bar Association (the Committee) adopted the Model Business Corporation Act (Model Act or MBCA). 1 The Committee drafted the Model Act in order to provide a dynamic model for keeping state corporation laws updated and responsive to the current demands of the business and legal communities. 2 Because of this goal, the Model Act was in a constant state of revision. 3 This constant state of revision provided an impetus for the Committee to adopt, in 1984, the Revised Model Business Corporation Act (Revised Model Act or Revised MBCA). 4 The Committee intended the Revised Model Act to stand as a convenient guide to state legislatures revising their own corporation statutes. 5 This Special Project Note discusses the Revised Model Act's treatment of directors' and officers' duty of care and duty of loyalty, and the Revised Model Act's impact, if any, on this area of the law.


Section 8.01 of the Revised Model Act 6 establishes the requirements and duties for a board of directors. It is essential to define the duties of a director before attempting to determine if there has been a breach of these duties. 7

Section 8.01 establishes a director's duty in accordance with the realities of today's outside, and possibly inside, 8 directors and their involvement ...
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