Business Associations: Agency, Partnerships, LLCs, and Corporations, 2026 Statutes and Rules (Selected Statutes)

New book purchase includes complimentary digital access to the eBook. This edition incorporates recent updates to the Model Business Corporation Act and the Delaware General Corporation Law. The MBCA amendments relate to appraisal rights. The affected sections are Sections 1.40 and 6.40 and Chapter 13. The Delaware amendments include those made by SB 21 and SB 95. The former extensively amended §§ 144 and 220. As amended, § 144: Provides safe harbors for transactions involving interested directors, officers, or controlling stockholders when approved by an informed, disinterested majority of directors or stockholders. Clarifies that controlling stockholder transactions can receive business judgment review (instead of the stricter "entire fairness" standard) if approved by either an independent committee or a majority of disinterested stockholders, no longer requiring both. Adopts a definition of Controlling Stockholder, which establishes a specific ownership threshold, requiring at least a one-third ownership stake plus managerial authority to be considered a controlling stockholder. As amended, § 220 limits the scope of "books and records" that shareholders can demand access to under DGCL Section 220. It also presumptively restr(more...)