THE MODEL BUSINESS CORPORATION ACT AND CORPORATE GOVERNANCE: AN ENABLING STATUTE MOVES TOWARD NORMATIVE STANDARDS

• Published in: Law and contemporary problems Vol. 74; no. 1; pp. 31 - 43
• Main Authors: Olson, John F., Briggs, Aaron K.
• Format: Journal Article
• Language: English
• Published: Durham Duke University School of Law 01.01.2011; Duke University, School of Law
• Subjects: Accounting; Amendments; American bar association; Business; Commercial law; Committees; Corporate governance; Corporate liability; Corporate regulation; Corporations; Duty of care (Law); Federal legislation; Fraud; Governance; Government and politics; Law; Laws, regulations and rules; Legal norms; Legislation; Liability; Majority voting; Negligence; Plurality voting; Professional misconduct; Proxy reporting; Proxy statements; Shareholder relations; Shareholders; Statutes; Statutory law; United States > US
• ISSN: 0023-9186

With the governance failures and accounting frauds at the early part of this decade and the financial meltdown at the end of the decade, the drafting body and custodian of the Model Business Corporation Act (MBCA), the Committee on Corporate Laws of the American Bar Association Section of Business Law, has moved, at times fitfully, but quite clearly, from the traditional enabling statute, with most governance choices left to private ordering, to the accommodation, if not embrace, of normative governance rules. Adapted from the source document.