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State Competition for Close-Corporation Charters: A Commentary, 70 Washington University Law Quarterly 409 (1992)


Ian Ayres' article, Judging Close Corporations in the Age of Statutes,
raises some interesting questions concerning the relation between courts
and legislatures in the production of corporation codes and the degree to
which our general understanding of state competition for corporate charters
is applicable to close corporations. These issues have not been considered
by scholars participating in the debate over the efficacy of state
corporation laws. Ayres' article suggests that there is no reason to expect
an overlap of concern, because one of his central points is that the
processes by which public corporations and close corporations come to
be regulated are quite distinct. I have a few quibbles with some of the characterizations in the article, and while they serve as the focus of my Comment, they really are only quibbles.

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