Public Company Organizational Documents: Model Forms and Commentary

Public Company Organizational Documents: Model Forms and Commentary ISBN 9781604424720

The Corporate Documents and Process Committee and the Corporate Laws Committee of the ABA Business Law Section have collaboratively developed a comprehensive set of model forms for documents commonly used in the formation and governance of publicly held corporations under both the Model Business Corporation Act (Model Act) and the Delaware General Corporation Law (DGCL).

This collection includes:

• Model articles of incorporation for a public corporation in a Model Act jurisdiction

• Model bylaws for a public corporation in a Model Act jurisdiction

• Model certificate of incorporation for a publicly held Delaware corporation

• Model bylaws for a publicly held Delaware corporation

• Model charters for board committees, including the audit committee, compensation committee, and nominating/governance committee

The Model Act–specific articles and bylaws, along with the accompanying commentary, provide practical guidance for attorneys advising corporations organized under jurisdictions that have adopted the Model Act. Since no jurisdiction has adopted the Model Act without modification, practitioners must consider any local variations that might require adjustments to the model forms.

Given the large number of corporations incorporated in Delaware, the committees also prepared a model certificate of incorporation and bylaws tailored for Delaware corporations under the DGCL. In both the Model Act and Delaware forms, the bylaws are designed to work seamlessly with their respective articles or certificate of incorporation. The model committee charters are compatible with both sets of organizational documents.

Drafting organizational documents for a public corporation often requires balancing diverse—and sometimes competing—interests. The Model Articles and related forms are intended as a practical guide to help lawyers identify key issues and draft language that accurately reflects the parties’ intent.

Public Company Organizational Documents: Model Forms and Commentary ISBN 9781604424720, 978-1604424720 & 978-16044-24720