Regulating close companies in Corporate Law: Towards a more formal recognition?. (September 2017)

• Record Type: Journal Article
• Authors: Milman, David
• Is Part Of: Common law world review. Volume 46:Number 3(2017)
• Page Start: 198
• Page End: 215
• Publication Date: 2017-09
• Subjects: close companies -- quasi-partnerships -- Duomatic principle of unanimous assent -- companies' legislation—judicial adaptation; Common law -- Periodicals; 340.57
• DOI: 10.1177/1473779517732722
• Languages: English
• ISSNs: 1473-7795

Abstract

Close companies are the majority constituency in the corporate population across the globe. Yet little attempt has been made by corporate law systems explicitly to legislate for them. This is particularly so in the United Kingdom, where the courts have assumed the role of providing a customized corporate law regime for such entities. The Duomatic principle of unanimous assent, which is used to whitewash procedural irregularity, is the paradigm in this respect. This article reviews judicial attitudes in the common law world in this regard and evaluates the pros and cons of converting a globally recognized common law principle into a statutory statement of the law. It also considers the wider merits/demerits of a discrete regulatory framework for close companies and private companies in general.