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The Model Business Corporation Act (MBCA), which is 50 years old this year, has proven to be remarkably influential. As of January 2000, it is cited 1026 times as the source of or authority for current state statutes. It has been cited 453 times in state court opinions (most often in Delaware), four times by the United States Supreme Court, 53 times by the various United States Courts of Appeal (most often by the Seventh Circuit), and 88 times by various United States District Courts, Bankruptcy Courts, and the Tax Court. The Official Commentary has been cited in 38 cases, and the Act itself has been cited or discussed in 614 law review articles not including those appearing in ABA journals. The following chronology is intended to recount the evolution of the MBCA (primarily as it has been documented in The Business Lawyer) and to convey a sense of the development of a systematic statutory scheme of corporation law.
1928 National Conference of Commissioners on Uniform State Laws (NCCUSL) promulgates Uniform Business Corporation Act (UBCA) (eventually adopted by Louisiana, Washington, Kentucky, and in part by Idaho).
1940 Committee on Business Corporations of ABA Section of Commercial Law undertakes to draft Federal Corporation Act (Committee members: LaPorte, Orr, Kennedy, Campbell, Garrett).
1943 Draft Federal Act reported to Section. Section name changed to Section of Corporation, Banking & Mercantile Law. NCCUSL renames UBCA as MBCA.
1946 Draft Model for State Business Corporations Acts reported to Section (Committee members: Britton, Brune, Dodd, Seward, Simmons, Tracy, plus Kennedy, Campbell, Garrett).
1947 Section renamed Section of Corporation, Banking & Business Law.
1949 Revisions of the MBCA proposed by Section on Business Corporations, 5 Bus. LAw. (1) 5, 24.
1950 MBCA promulgated by Committee on Business Corporations. Committee Report at 6 Bus. LAw. 1. MBCA published by American Law Institute (ALI). Primary focus on internal affairs. Eliminates (i) de facto corporation doctrine; (ii) defense of ultra wires by statute; (iii) minimizes required investment at $1000. Citing race to the bottom, MBCA adopts several provisions over objections of some members: (i) requires three incorporators; (ii) mandates shareholder voting rights for all matters except for allowance of nonvoting shares in connection with election of directors; (iii) mandates cumulative voting; preserves shareholder inspection rights...