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Corporations with a Conscience Corporations today are embedded in a system of shareholder primacy. Nonfinancial concerns—like worker well-being, environmental impact, and community health—are secondary to the imperative to maximize share price. Benefit corporation governance reorients corporations so that they work for the interests of all stakeholders, not just shareholders. This is the first authoritative guide to this new form of governance. It is an invaluable guide for legal and financial professionals, as well as interested entrepreneurs and investors who want to understand how purposeful corporate governance can be put into practice.
The Corporate Director's Guidebook is recognized as the premier authority on the director's role and the board's functions. It is read, consulted and cited by board members, executives, lawyers and academics nationwide. Now available as a new Fifth Edition, the Guidebook completely updates its fourth edition published in 2004. This new Fifth Edition addresses recent effects the Sarbanes-Oxley Act has had in the corporate governance arena and its impact on the legal responsibilities of directors of public companies.
The Model Business Corporation Act (2016 Revision) is the first complete revision of the Model Act since 1984. The Model Act is a free-standing corporation statute that can be enacted in its entirety by a state legislation. It is the basis for the general corporation statute in 32 states and the District of Columbia, and is the source for many provisions in the general corporation statutes of other states. It is an important and often cited reference for courts, lawyers, and scholars, as well as a useful source of study and discussion in law schools in the U.S. and elsewhere. Through periodic amendments, the Model Act has evolved in significant ways since 1984. This evolution, however, has been incremental and has not been published in a comprehensive form that could be easily adopted by state legislatures as a means to capture all the changes since 1984. Nor had there been any systematic attempt to revise the Model Act to eliminate inconsistent terminology and adjust provisions that had become outdated since the 1984 revision. Accordingly, beginning in 2010, the Business Law Section's Corporate Laws Committee has undertaken a thorough review and revision of the Model Act and its Official Comment. This effort has resulted in the adoption and publication of the Model Business Corporation Act (2016 Revision). The 2016 Revision is based on the 1984 version and incorporates the amendments to the Model Act published in supplements regularly thereafter, with changes to both the Act and its Official Comment. Also included are notes on adoption and revised transitional provisions that are intended to facilitate legislative consideration in adopting the new version of the Model Act. The Committee intends and hopes that the publication of the 2016 Revision will encourage state legislatures--in states that have already adopted all or a substantial part of the Model Act and in other states as well--to consider adopting the Model Act in full and thereby bring their corporate statutes into line with recent developments in corporate law.
Macey on Corporation Laws brings together three major resources for analyzing and comprehending modern corporation law The American Bar Association's Model Business Corporation Act, The American Law Institute's Principles of Corporate Governance, and Delaware's highly sophisticated and respected General Corporation Law. Clear, expertly analyzed, authoritative, and uniquely insightful, this resource covers every vital area of corporate law, including: The process of incorporation Corporate powers and corporate purposes Rules relating to the structure of the Board of Directors Shares and distributions Voting trusts and voting agreements among shareholders Mergers Amendments to the Articles of Incorporation and Bylaws Changes to Model Business Corporation Act Amendments to Delaware General Corporation Law And much more Logically organized around the pertinent topics found in a standard state corporation statute, Macey on Corporation Laws is the ideal reference to consult when researching statutory construction, applicability, interpretation, and scope. Plus Macey on Corporation Law accompanying CD-ROM information package is the ideal research companion to your print volumes.