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Law

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Duke Law

Journal

2011

Provisions

Articles 1 - 4 of 4

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The Model Business Corporation Act Financial Provisions: A Historical Snapshot , Larry P. Scriggins Jan 2011

The Model Business Corporation Act Financial Provisions: A Historical Snapshot , Larry P. Scriggins

Law and Contemporary Problems

No abstract provided.


The Case For Iterative Statutory Reform: Appraisal And The Model Business Corporation Act , Robert B. Thompson Jan 2011

The Case For Iterative Statutory Reform: Appraisal And The Model Business Corporation Act , Robert B. Thompson

Law and Contemporary Problems

Appraisal may be the Model Business Corporation Act's (MBCA) most distinctive and creative corporate law product in its sixty year history. Through a series of changes, beginning in the late 1970s and early 1980s, and continuing through revisions in 1999 and 2006, the MBCA has shown the value that can come from an ongoing revision process of corporate law. Thompson examines the challenges that have long plagued appraisal statutes, and then evaluating the product that has resulted from the MBCA approach.


Legal Capital And The Model Business Corporation Act: An Essay For Bayless Manning, James J. Hanks Jr. Jan 2011

Legal Capital And The Model Business Corporation Act: An Essay For Bayless Manning, James J. Hanks Jr.

Law and Contemporary Problems

Hanks discusses the distribution provisions of the Model Business Corporation Act. The relatively smooth operation and interpretation of the MBCA's distribution provisions is an excellent example of the reflection, sophistication, care, and skill of the Committee on Corporate Laws in considering, drafting, revising, and updating the Model Business Corporation Act over the past sixty years. The overall success of the distribution provisions is a tribute to the many lawyers, judges, and law professors who have participated in the Committee's very successful efforts to advance the law of corporations in this country and elsewhere.


An Appraisal Of The Model Business Corporation Act’S Appraisal Rights Provisions, Mary Siegel Jan 2011

An Appraisal Of The Model Business Corporation Act’S Appraisal Rights Provisions, Mary Siegel

Law and Contemporary Problems

Siegel examines four fundamental differences between the Delaware General Corporation Law and the Model Business Corporation Act (MBCA). In the area of shareholder appraisal rights, the two statutes are diametrically opposed on many key elements. Most notably, MBCA chapter 13 on appraisal rights differs from Delaware's statutory appraisal provisions in four fundamental respects: 1. events that will trigger a shareholder's right to demand appraisal, 2. timing of the corporation's payment to shareholders demanding appraisal rights, 3. allocation of court costs and shareholder expenses, and 4. whether the market-out exception to appraisal rights is limited only to appraisal-triggering transactions that are …