ABA News . . .

www.americanbar.org/groups/busi ness_law/resources/model-business-corporation-actABA launches new resource center to support Model Business Corporation Act


The Corporate Laws Committee of the American Bar Association Business Law Section has established a Model Business Corporation Act Resource Center, a web-based tool that provides easy, public access to the current version of the Model Business Corporation Act (MBCA).

The MBCA is a model act promulgated and periodically amended by the section’s Corporate Laws Committee. It provides a modern body of statutory corporate law that is regularly updated by the committee based on judicial decisions, recent legislative enactments and other legal and technological developments. The MBCA dates to 1950, and 36 states have adopted it.

The new resource center allows for material in downloadable, searchable formats and offers various other resource materials related to the MBCA. The well-organized and clearly written statute for business (stock) corporations covers such areas as formation, governance and director conduct and liability. It is based on a straightforward, prescriptive approach to statutory corporate law, which is particularly ideal for jurisdictions that do not have a fully developed body of common law or the resources to keep abreast of corporate law trends and developments as they emerge.

The center is designed as the first stop for anyone seeking information on the current or previous versions of the MBCA. The resource center includes, as examples, a map showing the jurisdictions that have enacted the MBCA, an “Enactment Toolkit” to assist jurisdictions seeking to adopt the MBCA or update an earlier version of the MBCA or other statutory corporate law. It also has historical and other educational materials.

“The Corporate Laws Committee of the ABA works hard to develop and maintain a modern, state-of-the-art corporate statute,” said Steven M. Haas, chair of the Corporate Laws Committee and a partner at Hunton Andrews Kurth LLP. “The resource center is a valuable site for state bar committees, legislators, academics and others working on state corporate statutes.”

The new web page (www.americanbar.org/groups/busi ness_law/resources/model-business-corporation-act) includes a curated bibliography of law review articles on the MBCA since its adoption nearly 75 years ago as well as various white papers produced by the committee.

Technology, tax policy and climate on tap at ABA May Tax Meeting


Artificial intelligence, cryptocurrency and a look at the U.S. Tax Court as it marks its 100th anniversary will be part of the lineup at the American Bar Association 2024 May Tax Meeting to be held May 2-4 at the Marriott Marquis in Washington, D.C. The conference, sponsored by the ABA Section of Taxation, attracts the country’s leading tax attorneys and government officials.

U.S. Tax Court Chief Judge Kathleen Kerrigan will lead a panel discussion with former Tax Court chief judges Mary Ann Cohen, Thomas B. Wells, Michael B. Thornton, L. Paige Marvel and Maurice B. Foley about some of the changes in the court over the years, as well as provide tips on how to identify and address conflicts and ethical issues. The session will be held on Friday, May 3.

The luncheon plenary on Saturday, May 4, will feature a discussion of taxation’s role in saving the climate with panelists Seth Hanlon, deputy assistant secretary for tax and climate policy, U.S. Treasury Department; Alice Lin, senior tax policy adviser, U.S. Senate Finance Committee; and Amish Shah, partner, Holland & Knight. Roberta Mann, professor emerita, University of Oregon School of Law, will serve as panel moderator.

More than 100 sessions will cover a host of topics that range from employee benefits and tax policy to exempt organizations and tax equity. They include:

• “Making Tax Policy in an Era of Artificial Intelligence — Can It Survive the Robots?”

• “Taxation of DAOs and Smart Contracts”

• “More Data, More Problems? Information Overload for Legal and Tax Practitioners”

• “Important Developments in the Federal Income Taxation of S Corporations”

• “View From the Bench: An Update on the U.S. Tax Court From Chief Judge Kerrigan”

• “Unlocking the Synergy of Tax, DEI and ESG”

• “Internal Revenue Service Collections Update”

• “Inflation Reduction Act Credits: The Good, the Bad and the Ugly — Progress Report for the First Year – A Discussion of the Filing Process, Proposed Guidance and Expectations for the Future”

• “Guidance From the Government Experts: A Discussion With DOJ Tax Division & IRS Executives Who Will Provide Firsthand Updates of Key ‘Need to Know’ Updates in Tax Enforcement”

• “Employee Benefit Plan Considerations in the New World of Artificial Intelligence”

• “NFTs and Digital Asset Broker Reporting — Implications for Sales, Exchanges and Basis”

For additional information on the Tax Meeting, visit www.americanbar.org/groups/taxation.