CLOSE CORPORATION LEGISLATION: A SURVEY AND AN EVALUATIONt

Elvin R. Latty, before turning his energies to law school administration, was the most innovative and resourceful of the pioneer draftsmen of close corporation legislation. This article is dedicated to him in recognition of the tremendous impact his thinking has had on the development of such legislation. This article first notes the general failure of legislatures, at least before 1960, to differentiate in corporation statutes between close corporations and public-issue corporations. It then discusses the growing recognition of the distinctive needs and problems of close corporations and the legislative efforts (many drawing on Dean Latty's ideas) that have been made to meet these needs and cope with these problems. Finally, it points out inadequacies in existing close corporation legislation and makes suggestions for future lines of development in legislation dealing with close corporations.