State Competition for Close-Corporation Charters: A Commentary

Abstract

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.