Regulating close companies in Corporate Law : - towards a more formal recognition?

Milman, David (2017) Regulating close companies in Corporate Law : - towards a more formal recognition? Common Law World Review, 46 (3). pp. 198-215. ISSN 1473-7795

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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.

Item Type:
Journal Article
Journal or Publication Title:
Common Law World Review
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The final, definitive version of this article has been published in the Journal, Common Law World Review, 46 (3), 2017, © SAGE Publications Ltd, 2017 by SAGE Publications Ltd at the Common Law World Review page: on SAGE Journals Online:
?? close companiesquasi-partnershipsduomatic principle of unanimous assentcompanies’ legislation—judicial adaptation ??
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11 Sep 2017 10:38
Last Modified:
05 Apr 2024 23:46