otherwise, the close corporation
would offer managers more protection against personal liability.
Not only are its shares not traded in an established securities market, a close corporation
is also generally characterized by having a relatively small number of shareholders who are customarily involved in the management of the corporation.
Because it is uncommon for a corporation to statutorily elect to become a close corporation
, this article will not analyze or discuss these state statutes.
In order to form as a statutory close corporation
, the entity may not have more than a specified number of shareholders as mandated by the state.
Indeed, Delaware, like most states, has a specialized close corporation
20) In the court's opinion, the relationship among the stockholders in a close corporation
is just like that of partners in a partnership; meaning that if the enterprise is to succeed, then the relationship must be one of "trust, confidence and absolute loyalty.
Meiselman, (150) where the North Carolina Supreme Court noted the self-help possibility but excused the minority shareholder for not protecting himself, explaining: "Some may argue that the minority shareholder should have bargained for greater protection before agreeing to accept his minority shareholder position in a close corporation
Thus, it has been suggested by Ayres  that state legislators will not compete to supply close corporation
He was the author of more than ten laws, including the close corporation
law, the crime victims assistance law, the missing children law, and the hate crime law.
These factors would be applied to determine "whether the individual in the close corporation
could have prevented or significantly abated the hazardous waste.
Caselaw holds that no discount may be imposed upon the value of minority shares in a close corporation
solely by reason of their minority status.
The Montana Legislature passed the "Montana Close Corporation
Act" in 1987 to allow small companies to easily incorporate.
It then details aspects of companies, including types of formation, capital, shares, shareholders, management, control, liquidation, business rescue and compromise, mergers, transactions and takeovers, holding companies, subsidiaries, taxation, and non-profits; partnership definitions, types, and elements, and the relationship between partners, the relationship with third parties, dissolution and liquidation of the partnership, and taxation; and the definition, nature, and characteristics of a close corporation
, and its formation, name, conversions, membership and member interests, internal and external relations, accounting and disclosure, liability, winding-up, dissolution, deregistration, and taxation.
If someone approached you at a cocktail party and asked you to explain the differences between a corporation, a close corporation
, and a professional service corporation, could you do it?
Plaintiffs allege specific performance; proceeding by shareholders in close corporation