Roses in Search of Gertrude Stein: The Puzzle of the Close Corporation

Abstract

This piece was written by an academic in response to a practitioner's request. The particular puzzle posed by the practitioner was why, in dealing with close corporations, courts used concepts associated with legal categories such as trusts, partnerships, and estates rather than restricting themselves to the field of corporations. In broadest terms, the answer was that noncorporate categories attempt to resolve the same structural problems, although the terms in which the resolutions are articulated represent distinct dialects of the same language, or, in the case of an accountant dealing with a corporate problem, even a distinct language. Given these terms, what this piece can be said to illustrate are the difficulties presented by the fact that corporate law is a field encompassing two structurally distinct forms of a single entity, and is therefore faced with the task of contradictory trends. In particular, the article attempts to demonstrate the necessary limitations on academic analysis of the precedents that constitute the language of corporate law; limitations inherent in the fact that such precedents respond to the pressures of adherence to general rules of law applicable to all corporate entities while simultaneously informed by the fact that the influence of personal, as opposed to economic, relationships has a particular significance in connection with a group of corporations designated as "close."