South Carolina Business Code Revision Study Committee

Working Papers, Correspondence, Committee Minutes, and Other Notes of the Business Corporation Code Revision Study Committee, Columbia, SC, 1986-1987

In November 1985, Senator Marshall Williams, Chairman of the Senate Judiciary Committee, established a special Study Committee of legislators, practitioners and law school professors to study the 1984 Model Business Corporations Act with the purpose of adopting it, with appropriate amendments, in South Carolina. The study was financed by a $45,000 grant made to the South Carolina Law Institute at the University of South Carolina School of Law, which agreed to handle the administration of the project. This Business Corporation Code Revision Study Committee, which was chaired by Senator Thomas E. Smith, Jr., divided the work into five areas. A Subcommittee was assigned to each area of study.

A University of South Carolina School of Law professor was assigned to each of these subcommittees and served as the reporter for each of these areas of study. Professor James R. Burkhard served as the reporter for Area 1, which studied administrative issues (responsibilities of the Secretary of State, filing and license fees, execution of documents), incorporation (articles of incorporation, by-laws, organizational meeting, etc.), and the rights and obligations of foreign corporations operating in South Carolina. Professor Martin C. McWilliams, Jr. served as the reporter for Area 2, which studied corporate finance issues, including authorization and issuance of stock, dividends, redemptions and recapitalization. Professor John P. Freeman served as the reporter for Area 3, which studied Shareholder and director management functions, including voting rights, shareholder and director meetings, director responsibilities and liabilities for mismanagement and improper distributions, derivative suits and right of indemnification. Professor Gergory B. Adams served as the reporter for Area 4, which studied mergers, consolidations, share exchanges, major sale of assets, amendments to the articles of incorporation, dissolution and other fundamental structural changes. Professor Harry J. Haynsworth, who was the chairman of the South Carolina Law Institute, served as the reporter for Area 5, which studied special provisions relating to close corporations (generally defined as corporations in which all or most of the shareholders are actively engaged in the management of the business) and professional corporations involving doctors, engineers, lawyers and other professionals.

As the title suggests, the papers in this collection of three binders consist of working papers, correspondence, committee minutes, notes and other items related to the work that Professors Haynsworth, Burkhard, McWilliams, Adams, and Freeman did as reporters on behalf of the Business Corporation Code Revision Study Committee during 1986 and 1987 when the South Carolina Business Corporation Act with official comments and reporters’ comments was written and finalized. These papers were scanned in the order they were found in the binders. No attempt was made to reorganize them, because it was often not clear how the above professors would have wanted them organized. The list of contents below should help researchers find documents in the collection.

Also included in the digital collection is the South Carolina Business Corporation Act of 1988 with Official Comments and Reporters’ Comments, which was the product of the Committee’s efforts. The three three-ring binders with the Committee’s papers are housed in the South Carolina Legal History Collection. The South Carolina Business Corporation Act of 1988 with Official Comments and Reporters’ Comments bound volume is shelved on the first floor of the Law Library. For access to the items in this collection, please contact the University of South Carolina Joseph F. Rice School of Law Library: