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Corporate & Securities Law Libguide

Model Business Corporation Act



Model Business Corporation Act Annotated, American Bar Association, vols. 1-4 (2008 - updated at DePaul Law thru 2013)


Basically, The formation, operation and dissolution of United States corporations is governed mostly by State Law.

Most state corporation statutes or codes are based on the Model Business Corporation Act (MBCA).The Model Business Corporation Act Annotated is a comprehensive resource interpreting corporate law in every state. It provides authoritative information on all aspects of corporate existence, including formation, operation, powers and responsibilities of directors and officers, issuance of stock, shareholders' rights, mergers, and dissolutions. It also provides information on such matters as derivative suits, director liability, conflicting transactions, corporate governance issues and more.

Model Business Corporation Act Annotated contains the complete text of the MBCA with official comments, case summaries and statutory cross references. Each section of the MBCA is followed by an annotation that traces the derivation of the Model Act provision, describes its history, and provides helpful background information.

The commentary to the Model Business Corporation Act can be useful in interpreting the purpose behind the language used in a particular provision. Also, the annotations to the Model Act provide cases from the various adopting states. These case decisions can provide persuasive authority for statutory interpretation if the high court of a given state has not addressed the issue.