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This Article examines the interaction between courts and legislatures iIi developing the law that governs close corporations. Much has been written analyzing whether corporate statutes are efficient. Others have examined whether individual areas of corporate common law promote efficiency. I hope to gain a new purchase on these issues by examining the interplay between these two sources of corporate law. A crude goal of this Article is to begin an argument among three of the leading academic judges in the United States, who (listed in alphabetical order) are: the Honorable Frank Easterbrook, Richard Posner, and Ralph Winter.

At this crude level, the idea is fairly straightforward. Judge Posner has suggested that common-law rules will tend to be efficient. While Posner has not directly applied this theory to the common law of corporations, there is nothing in Posner's voluminous writings (that I have been able to find) that would indicate that corporate common law should be an exception to his general rule.

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