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Business Associations: Agency, Partnerships, LLCs, and Corporations, 2027 Statutes and Rules

Stephen M. Bainbridge | James J. Park | Usha R. Rodrigues
ISBN: 9798317710033
Subject: Business Organizations
Format: Print & Electronic - Softbound
Page Count: 441
Copyright: 2026 | Status: Accepting Pre-Orders
Other Formats Available

New book purchase includes complimentary digital access to the eBook.

This edition incorporates recent updates to the Model Business Corporation Act, Delaware General Corporation Law, and Federal Securities Law. The MBCA amendments were to the titles of Sections 7.09 and 10.21 and corrected a typo in Section 11.02. The Delaware amendments include those made by House Bill 353. The Bill amended Sections 242 and 275 of the Delaware General Corporate Law.

  • The Section 242 amendment provides that if there is an opt out of the class vote required by section 242(b)(2) to increase or decrease the number of shares for a class of stock, that opt out will not automatically apply to section 242(d), which provides for lower voting thresholds for certain amendments. There must be an express opt out of section 242(d) or language that specifies a different voting rule than required by section 242(d).
  • The new 275 provides that the authority of the registered agent of the corporation terminates at the time of the corporation’s dissolution, except with respect to service of process received before the dissolution. It creates procedures for the Secretary of State to accept process for a dissolved corporation.
The new edition also includes amendments to Section 16(a) of the Securities Exchange Act by the Holding Foreign Insiders Accountable Act, which requires disclosures of beneficial ownership and transactions by directors and officers of a registered foreign private issuer.


Imprint: Foundation Press
Series: Selected Statutes
Publication Date: 10/14/2026

Stephen M. Bainbridge, University of California-L.A. School of Law

James J. Park, University of California-L.A. School of Law

Usha R. Rodrigues, University of Georgia School of Law

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