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W. Va. L. Rev.


We are all familiar with the cliche "if it ain't broke, don't fix it." The sentiment is as applicable to law as it is to the rest of life. When a law does what it is intended to do, legislators and courts should leave it alone. However, when a law no longer serves its intended purpose, it is "broke," and should be revised. The question is whether West Virginia's corporate law is "broke." In 1974, the West Virginia Legislature adopted the West Virginia Corporation Act (the "Act").' The Act brought then modem standards of corporate law to West Virginia. Since that adoption, corporate law in West Virginia has remained virtually unchanged However, the model codes on which the Act was based have been substantially revised to reflect changes in business practices.3 Consequently, the Act no longer reflects modem standards of corporate law. The failure to keep pace with the evolving standards of corporate law is particularly interesting in light of the fact that the legislature has continually adopted and revised other business entity laws in the state to keep pace with modem standards.4 A corporate law that reflects less than modem standards does not necessarily translate into a broken corporate law. Modem standards of corporate law are not necessarily appropriate for West Virginia. It does, however, suggest that the time has come to reevaluate the Act. This Article begins that process.