3.2.2.1 Public corporations

With amendments to the RMBCA in 2005, "the public corporation" has become a defined term, which means: a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national securities association.1 A public corporation usually means a ready market for share transfers and a large number of shareholders.2 Although in the US, rules for public corporations and closely held corporations are not generally distinguished in a corporate statute, efforts have been made to tailor the statute to the needs of these two kinds of corporations. The RMBCA 2005, for instance, provides a section especially for the responsibilities of the boards of public corporations, and two provisions especially for non-public corporations.3 In addition to the General Corporate Statute enacted by the state of registration, public corporations are subject to federal securities law and stock market rules.