Some comparisons between the Model Business Corporation Act and the Delaware General Corporation Law

Although Delaware continues to be the roost important corporate law-jurisdiction, the Model Business Corporation Act has been very influential as a statutory model. In the course of considering the success of the Model Act in terms of state adoptions, this Article explores the salient differences and similarities between the two statutes. Among the specific topics considered are statutory approaches to capital structure, director conduct, liability and conflicts, close corporations, fundamental changes, appraisal, shareholder voting, indemnification and dissolution. While finding that the two statutes share much common ground, this Article also identifies a pervasive difference in drafting approach, with the Model Act featuring a more directive, bright line approach than the Delaware General Corporation Law This difference is attributed not to any underlying policy disagreement between the statutes but to differences in the constituencies, including courts and corporate counsel, that the two statutes are designed to serve.