Business act amendments adopted

The Committee on Corporate Laws of the American Bar Association Section of Business Law has adopted amendments to the Model Business Corporation Act regarding proxy access for director nominations and reasonable reimbursement for shareholder expenses incurred in proxy contests for director elections. The amendments expressly provide a vehicle for the directors or shareholders of corporations in Model Act states to establish their own procedures, through their corporation's bylaws, to allow shareholder access to the corporation's proxy statement to nominate directors and to allow shareholders to be reimbursed for reasonable expenses incurred in connection with proxy contests for director elections. According to the committee's chair, Herbert S. Wander, "These amendments are part of the committee's continuous efforts to maintain the Model Act's vibrancy and to ensure that state corporate laws are fully responsive to the needs of corporations and their investors." These amendments were published for comment in the August edition of The Business Lawyer. The committee adopted the amendments as published and made a minor revision to the Official Comment. The committee has also prepared an interim report which will accompany the amendments when they are published in final form in a future edition of The Business Lawyer. The committee also adopted amendments to the MBCA dealing with electronic technology with minor changes from those published in the August issue of The Business Lawyer. For nearly 60 years, the Committee on Corporate Laws has maintained responsibility for the Model Business Corporation Act. The MBCA serves as a model for corporate statutes throughout the United States, and has been adopted in whole or in part by 30 states. Members of the committee are corporate lawyers, general counsels, legal academics and judges, all of whom devote serious attention to the most important corporate law issues of the day. The committee revises the MBCA as needed to address these issues. Published: Tue, Dec 29, 2009

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