Abstract

http://ssrn.com/abstract=1717034
 
 

Footnotes (166)



 


 



Enduring Equity in the Close Corporation


Lyman Johnson


Washington and Lee University - School of Law; University of St. Thomas, St. Paul/Minneapolis, MN - School of Law


Western New England Law Review, Vol. 33, 2011
U of St. Thomas Legal Studies Research Paper No. 10-26
Washington & Lee Legal Studies Paper No. 2010-11

Abstract:     
This Article develops the theme of change/sameness in corporate law. Written to commemorate the thirty-fifth anniversary of Wilkes v. Springside Nursing Home, Inc., the Article argues that the equitable fiduciary duties so central to Wilkes endure today in the close corporation precisely because equity, by its nature, is so exquisitely adaptive – under constantly changing circumstances − to the ongoing pursuit of a just ordering within the corporation. Unlike fixed legal rules – which are categorical, static, and do not take sufficient account of changes wrought by time or human arationality – equity is malleable and timely as it reckons with the flux and gray of business relationships. Consequently, equity continues to be necessary in modern corporate jurisprudence, even as it must continually elude law’s attempted subduction by rules. This argument is developed after the Article first places Wilkes in a larger milieu by highlighting similarities and differences between 1976 and the present, and sketching some facts about the city of Pittsfield, the nursing home industry, and the company itself – all of which changed.

Number of Pages in PDF File: 32

Keywords: corporations, corporate law, close corporation, corporate equity, business associations

Accepted Paper Series





Download This Paper

Date posted: November 30, 2010  

Suggested Citation

Johnson, Lyman, Enduring Equity in the Close Corporation. Western New England Law Review, Vol. 33, 2011; U of St. Thomas Legal Studies Research Paper No. 10-26; Washington & Lee Legal Studies Paper No. 2010-11. Available at SSRN: http://ssrn.com/abstract=1717034

Contact Information

Lyman P. Q. Johnson (Contact Author)
Washington and Lee University - School of Law ( email )
Lexington, VA 24450
United States
540-458-8515 (Phone)
540-458-8488 (Fax)
University of St. Thomas, St. Paul/Minneapolis, MN - School of Law
MSL 400, 1000 La Salle Avenue
Minneapolis, MN Minnesota 55403-2005
United States

Feedback to SSRN


Paper statistics
Abstract Views: 611
Downloads: 55
Download Rank: 228,117
Footnotes:  166

© 2014 Social Science Electronic Publishing, Inc. All Rights Reserved.  FAQ   Terms of Use   Privacy Policy   Copyright   Contact Us
This page was processed by apollo1 in 0.421 seconds