[1] The MBCA 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.
It is a well-organized and clearly-written statute for business (stock) corporations that covers a number of areas, including formation, governance and director conduct and liability.
First, by distilling many matters into black-letter law, it provides guidance on issues that have often been the subject of dispute and litigation (e.g., directors’ duties).
[2] Although uniform state legislation offers benefits in certain areas, such as interstate commerce, i.e. the Uniform Commercial Code, these benefits are less significant in corporation law where the "internal affairs" of a corporation are generally governed by the laws of its state of incorporation.
[4] The Committee undertook to review and suggest revisions to the Model Business Corporation Act with the goal of producing a model in a simple style, with direct language that would set a pattern which states could follow, not uniformly, but as a style book and a suggestion of content.