Law School Discussion

Delaware v. MBCA

Delaware v. MBCA
« on: November 26, 2006, 12:48:43 PM »
Does anyone have a good straightforward chart (or something) that highlights the main differences between Delaware corp law and the MBCA?

My Business Entitites professor has all but promised we will be tested on both, and I'm having a hard time sussing out/keeping clear what the differences are.

Any help would be much appreciated -

Re: Delaware v. MBCA
« Reply #1 on: November 27, 2006, 09:55:06 AM »
I don't have a chart or anything like that to offer you, but are they really that much different?  From what I remember just off the top of my head, some differences were in shareholders appraisal and voting rights in corporate combinations, the concept of par value (no par value required for shares under MBCA) and some of the rules dealing with written consent of shareholders to a board proposal.  I'm sure there are more, but it seems that the two are fairly similar.

Re: Delaware v. MBCA
« Reply #2 on: November 27, 2006, 08:59:32 PM »
There is also a difference in the exculpatory provision. I think the standard is less strict under MBCA. under section 2.02 MBCA- the language is "an intentional infliction of harm on the corporation or shareholders" whereas under DGCL the 102(b)(7) it is goodfaith, intentional or not. - This was particularly pointed out by my Prof. in class.

Re: Delaware v. MBCA
« Reply #3 on: November 28, 2006, 09:11:25 AM »
Thanks guys.

yes I guess it is a little diffcult to find the differences because there are subtle to say the least....but good point about the exculpatory provision.

There are so many rules to learn for this class, I'm really overwhelmed to the point inaction.  There's no way to learn them all!  yikes.