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Over the past thirty years, many states have substantially revised their general business corporation statutes.' This development has reflected a realization that previously existing statutes were unsuited to the requirements of the modern corporation and, because they were unsuitable, had induced businessmen to incorporate elsewhere and to do business as a foreign corporation in the state which, except for its obsolete laws, should have been the situs of incorporation.2 The manner in which these revisions have been effected has depended primarily upon the starting point taken by the committee assigned to the task in the particular state. All but two of the nine corporation statutes which have been revised since I950 have been patterned after the Model Business Corporation Act prepared by the Committee on Corporate Laws of the American Bar Association.3 The Maryland revision was based upon many sources, particularly its existing corporation statutes, but also the statutes of other states and the Model Act. The Ohio revision was based primarily upon the earlier corporation statutes of that state. Other states that are considering revision of their corporation statutes, however, appear to be inclining to the Model Act.4 Section fourteen of the Model Act provides that authorized shares may be divided into one or more classes and permits great latitude with respect to such share characteristics as voting, par value, preferences on liquidation, dividends, redemption of shares, convertibility, and pre-emptive rights. Each of the new statutes which has

Share Characteristics under the New Corporation Statutes