11) Additionally, they argue that the greater freedom of contract afforded close corporations
should obviate the need for any other special treatment.
Only after lawmakers integrate close corporations
, thus removing the tax advantage LLCs currently enjoy, can new businesses choose between the LLC and the closely held corporation without regard to tax consequences; and only then will it be possible to determine if the LLC's business provisions truly offer a superior combination of the corporate and partnership forms.
The previous discussion suggests little reason to expect promulgation of close corporation
statutes, much less the evolution of efficient close corporation
The oppression action as a default term is efficient only in the context of minority shareholders of close corporations
whose idiosyncratic bargains are relational in quality and dynamic in nature.
1982) ("When it is also considered that in close corporations
dividend withholding may be used by controlling shareholders to force out minority shareholders, the traditional judicial restraint in interfering with corporate dividend policy cannot be justified.
Many courts struggled with allowing such informality and departures from the prescribed statutory model in the absence of such a special subchapter dealing with close corporations
The paper will examine the use of the oppression action by minority shareholders in close corporations
, minority shareholders in public corporations, contract creditors, (7) involuntary creditors, employees, and the corporation itself.
40) For example, Professor Melvin Eisenberg reasons that just as UCC provision 2-302 embraces the doctrine of unfair surprise so that a contractual term that is inconspicuous or unclear is rendered unenforceable if a party should have known it could be used to violate another party's fair expectation, so it is that courts protect known expectations in close corporations
from being unfairly surprised.
The Fund provides fund to small and medium businesses registered as close corporations
Combined with the unusual Texas provision (Rule of Procedure 202) regarding a potential litigant's right to take pre-suit deposition discovery, the shareholder right of inspection remains an important tool for utilization by minority shareholders in a close corporation
as well as for shareholders in widely-held corporate entities.
W]e hold that stockholders in the close corporation
structure of the problem is clear: in a close corporation
, there are