Proposed Changes to the Model Business Corporation Act: Future Changes to Chapter 180?

The Model Business Corporation Act, potentially following suit with the rest of ever-changing 2016, has acquired proposed notable changes through provisional amendments by its Official Committee. Some of these changes model company-friendly Delaware’s legal structure, which can only help to attract companies to incorporate within states that choose to adopt such changes. Although Wisconsin has modeled its own state corporation statutes based on the Act under Chapter 180 of the state legislature, the addition of these new amendments could help attract local companies to incorporate within the state.

First, the Committee has proposed adoption of the addition of subchapter E to chapter one of the Act, mirroring the Delaware General Corporations Law’s 2014 amendments. The subchapter permits the ratification of defective corporate actions, including actions in connection with the issuance of shares. It also provides for retroactive validity of subsequent actions taken in reliance on the validity of the defective action upon its ratification. If Wisconsin adopts this subchapter, actions taken by local corporations won’t be hindered and found void based on, for example, a greater issuance of shares than allowed by the articles of incorporation. This malleability gives companies assurance that certain vote-based corporate actions have a safety net from being deemed void instantly, ensuring a remedy for defective corporate actions.

Next the Committee has proposed changes to sections 2.02 and 8.70 of the Act, allowing corporations to include a provision within its articles limiting or eliminating the duty of a director or officer to become involved with a corporate opportunity without informing the corporation, which typically falls under a director’s or officer’s duty of loyalty. These provisions would give the corporation control over the liability imposed upon its directors and/or officers upon involvement in corporate opportunities, shielding them from said liability. It would also allow directors and officers to engage in such opportunities against the wishes of the company. These provisions have their strengths and weaknesses, but the advantage surrounds the control given to the corporation.

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Recidivism and Criminal Specialization

It is widely known that many offenders find themselves in trouble with the law again within a few years of their release from prison, but do the recidivism data reflect specialization among criminals? The question has implications for sentencing, among other things. Judges appropriately take risk of reoffense into account when setting prison terms, but, in assessing these risks, it is important to know not only whether a defendant is likely to commit another crime, but also what crimes the defendant is most likely to commit. We may want to keep our likely future murderers and rapists behind bars as long as possible, but we probably feel quite differently about potential future shoplifters and disorderly drunks.

The U.S. Bureau of Justice Statistics is an excellent resource for national recidivism trends. As discussed in this earlier post, the BJS’s most recent major report in this area appeared in 2014. Last week, the BJS issued supplemental tables that speak to the specialization question.

In brief, the evidence points to a modest degree of specialization, varying considerably by offense type.

Consider sexual assault, for instance. 

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Our December Bloggers Are Here

Please join me in welcoming our two guest bloggers for the month of December.

Our Alumni Blogger for December is Christopher “Chal” Little.  After graduating cum laude from Marquette University Law School, Chal joined Meissner Tierney Fischer & Nichols as an Associate this year.  At Marquette he served as an Academic Success Program Leader, participated in the American Association for Justice 2016 Student Trial Advocacy Competition, was a member of the Moot Court Executive Board, the Business Law Association, and was the Marquette University Law School Student Liaison to the Wisconsin Bar Association Appellate Practice Section.  While in law school, Chal also served as a Summer Honors Intern at the U.S. Securities and Exchange Commission in Washington, D.C..

Our Student Blogger for the month of December is Anjali Sharma.  Anjali is currently 2L who is interested in Patent Law as well as Transactional Law. She is on the board of the Intellectual Property Society, and serves as a member of the Intellectual Property Law Review. She graduated from the University of North Dakota prior to coming to Marquette Law School.

We look forward to your posts!

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