THE REVISED MODEL BUSINESS CORPORATION ACT: COMMENT AND OBSERVATION: Revision of the Model Business Corporation Act. Skip over navigation
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Copyright (c) 1985 Texas Law Review
Texas Law Review


May, 1985

63 Tex. L. Rev. 1471


Elliott Goldstein *


I. Introduction

The Model Business Corporation Act (MBCA), developed in 1946 and first published in 1950, is unique. 1 Unlike the Uniform Acts, it is prepared not by the Commissioners on Uniform State Laws but, instead, by the Committee on Corporate Laws of the American Bar Association (the Committee). 2 Like the Uniform Acts, however, it is drafted in a format that may be used by state legislatures as a basis for revision of a state's corporation law or adopted by a legislature in its entirety. The Committee considers its duties to include revising and updating the MBCA on a continuing basis, 3 so that the amendment process never actually closes.

In 1984 the Committee completed its most ambitious project, a complete review and revision of the MBCA. 4 This essay discusses the change made in the 1984 revision. Part II provides brief background information on the revision process and the amendment procedure used by the Committee in drafting the statute. 5 Part III examines some especially significant changes made in the revision, focusing on provisions concerning corporate government and departures from the traditional principles of corporate law. Finally, Part IV offers some conclusions about the 1984 Revised Model Business Corporation Act (RMBCA).
II. General Background

The 1984 revision was a much more ambitious undertaking than the extensive revision done in 1969; 6 it involved not only a complete revision but also a reorganization of the Model Act. Basically, the Committee sought to accomplish three goals. ...
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