Report on the Roles of Boards of Directors and Shareholders of Publicly Owned Corporations and Changes to the Model Business Corporation Act—Adoption of Shareholder Proxy Access Amendments to Chapters 2 and 10

The Committee on Corporate Laws of the ABA Section of Business Law (Committee) develops and from time to time adopts amendments to the Model Business Corporation Act. The Committee also occasionally prepares and publishes policy statements and analyses of specific matters of corporate law and governance. At its meeting on Dec 11, 2009, the Committee gave final approval to its Report on the Roles of Boards of Directors and Shareholders of Publicly Owned Corporations (Report). The Report reaffirms the view that centralized management under the board of directors maximizes corporations' ability to contribute to long-term wealth creation. The Committee believes that shareholders should have the right, as owners of the enterprise, to participate in a meaningful way in the selection of the individuals who will have responsibility for directing the management of the enterprise. The power to amend or repeal bylaws is shared by the board of directors and the shareholders, unless that power is reserved exclusively to the shareholders by an appropriate provision in the articles of incorporation.