3.2.1.1 Federal level

Before embarking on the analysis of exit remedies, it is worthwhile taking a few moments to get acquainted with the corporate law framework and corporate forms in the US. A halfmark of American corporate law is the absence of a single corporation law system. Each state has its own corporate statute to provide rules for both publicly held and closely held corporations.1

At the federal level, the American Bar Association has presented the Revised Model Business Corporation Act (hereinafter the RMBCA), and the Model Statutory Close Corporation Supplement. These model acts are not intended to compel uniformity of corporate statutes among states but are designed as "free-standing general corporation statutes" that can be enacted substantially or entirely by a state legislature and, thus, local differences are allowed.2 Notwithstanding its non-mandatory nature, the RMBCA represents the main contents and structure of American corporate law.3 By emulating the RMBCA, America has become "essentially a single corporation law jurisdiction in register corporate level".4 Furthermore, the RMBCA is also an important source of study and discussion for corporate issues as well as a useful reference often cited by practitioners and scholars in the US and worldwide.5 This book also uses the RMBCA as a model of the comparative study.

At the federal level, public corporations are also regulated by federal securities law and rules of stock markets.6

Some non-legislative organizations can offer influential rules to guide good corporate practice as well, for example the "Principles of Corporate Governance: Analysis and Recommendations" published by the American Law Institute (ALI), is influential and is therefore often referred to in this book.