Changes in the Model Business Corporation Act—Amendments to Chapter 7 and Related Provisions Relating to Shareholder Action Without a Meeting, Chapters 8 and 10 Relating to Shareholder Voting for the Election of Directors, and Chapter 13 Relating to Appraisal and Other Remedies for Fundamental Transactions

The Committee on Corporate Laws of the Section on Business Law (Committee) develops, and from time to time proposes changes in, the Model Business Corp Act (Act). Recognizing the high level of public interest in the process of voting by shareholders for the election of directors, the Committee took the unusual step of providing three opportunities for public comment. The Committee first released for comments its Discussion Paper of Jun 22, 2005 and again requested public comment on its Preliminary Report of Jan 17, 2006. The Committee approved the amendments relating to appraisal and other remedies for fundamental transactions, effective as of Aug 1, 2006. The resignation of a director is effective when the written notice is delivered unless the notice specifies a later effective date or an effective date determined upon the happening of an event or events, in which case the director continues to serve until that later date.