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Abstract

The scarcity of case law in Maine on corporate law issues of the day is a fact of life for corporate law practitioners in this State. While courts in more populous states fill library shelves with an ever-growing mix of corporate law decisions, we in Maine often can only wonder which way our own courts would turn if presented with those same issues. Faced with a limited amount of local case law, corporate lawyers here might rarely venture beyond well-hewn traditions were it not for two-and now three-fortunate developments. First and foremost is the Maine Business Corporation Act. The Act is the product of immense effort on the part of a committee of Maine business lawyers who in 1971 presented the Legislature with a statutory framework so pragmatic and flexible as to have survived the last two tumultuous decades with surprisingly few signs of age. The second fortunate development is a set of post-1971 decisions from the Maine Supreme Judicial Court, sitting as the Law Court, that have been broadly supportive of the corporate form and of directors' managerial discretion. The third fortunate development has been the recent appearance of James Zimpritch's treatise Maine Corporation Law & Practice, a large and patient work that helps the reader place the Maine Business Corporation Act and Maine Law Court decisions (both old and new) in a broader analytical framework. In Maine Corporation Law & Practice James Zimpritch has not been content merely to summarize the Act and cross-reference the case law. Every chapter attempts to place the relevant statutory provisions in some useful context-in context with other provisions of the Act, in context with prior Maine corporation statutes, in context with the Model Business Corporation Act or with statutory provisions from certain other states, in context with decisions of courts in Maine and selected cases from other jurisdictions, and so forth. In the words of the author, "A purpose of this book has been to draw together the authorities that exist, in an effort to explain the corporate law of Maine."'

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