Watson / Moore / Bruner - The Making of the Modern Company

The Making of the Modern Company

Medium: Buch

ISBN: 978-1-5099-5968-6

Verlag: BLOOMSBURY ACADEMIC

Erscheinungstermin: 30.11.2023

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This book adopts a historical perspective to highlight, and bring back into focus, the key features of the modern company. A central argument in the book is that legal personhood attaching to an entity containing a corporate fund seeded by shareholders is a direct and inevitable consequence of limited liability and the company's status as a separate legal entity from its shareholders. Management by a board subject to legal duties to the company as an entity that can exist in perpetuity facilitates a long term perspective by the board that can accommodate both shareholder and stakeholder interests. These defining characteristics differentiate the modern company from other business forms.

The Making of the Modern Company applies a 21st-century lens to the corporation through its history to identify turning points in its development. It sets out how key features emerged in the course of two separate developmental cycles in English corporate law: first with the English East India Company in the 17th century, and then with general incorporation statutes in the 2nd half of the 19th century. The book's historical perspective highlights that the key features are part of the 'secret sauce' of modern companies. Each cycle coincided with unparalleled periods of economic success associated with corporate activity

This book will be of interest to corporate law and governance academics, theorists and practitioners, those who study the company from related disciplines, and anyone who questions why uncertainty still exists about the structure of a legal form that has been described as 'amongst mankind's greatest inventions'.

Produkteigenschaften

Artikelnummer: 9781509959686
Medium: Buch
ISBN: 978-1-5099-5968-6
Verlag: BLOOMSBURY ACADEMIC
Erscheinungstermin: 30.11.2023
Sprache(n): Englisch
Auflage: Erscheinungsjahr 2023
Produktform: Kartoniert, Paperback
Gewicht: 454 g
Seiten: 384
Format (B x H x T): 156 x 234 x 25 mm
Ausgabetyp: Kein, Unbekannt

Themen

Autoren

Susan Watson is Dean of the Business School and holds joint chairs in the Faculty of Law and Faculty of Business and Economics, at the University of Auckland, New Zealand.

Herausgeber

1. Introduction

I. Introduction

II. Key Features

III. Property versus Social Entity

IV. The Agency Problem

V. The Making of the Modern Company

PART ONE
DEVELOPMENT OF THE MODERN COMPANY
2. Persona Ficta and Joint Stock

I. Two Kinds of Legal Organisation

II. Early Corporate Enterprises

III. Early Funds

IV. Contractual Joint Stock Companies

V. Business Corporations

VI. Separate Legal Entity

VII. Persona Ficta

VIII. Conclusion

3. The Transition to Permanent Capital in the English East India Company

I. Introduction

II. The First Twenty Years

III. The Second Twenty Years

IV. The Third Twenty Years

V. The 1657 Charter

4. Corporate Governance in the English East India Company

I. Introduction

II. Development of Governance Structures in Early Business Corporations

III. Shareholder Activism in the English East India Company

IV. Maurice Thomson and the Emergence of Directors' Duties

5. The Rise and Fall of the English East India Company

I. The English East India Company with Permanent Capital

II. The Impact of the Legal Structure

III. Private Trade in the English East India Company

IV. The Fall of the English East India Company

V. Conclusion - The English East India Company in Context

6. The Early Emergence of Directors' Duties

I. Introduction

II. Emerging Obligations of the Governing Body of the English East India Company

III. Role of the Oath in the Obligations of Governing Bodies

IV. Charitable Corporation v Sutton

V. Development of Duties Around Conflict of Interest

7. Liability of Shareholders of Business Corporations

I. Introduction

II. Liability of Shareholders to Third-Party Creditors

III. Could Shareholders be Compelled to Contribute Capital to the Company?

IV. Shift in Focus to the Contractual Joint Stock Company

8. The Significance of the Deed of Settlement Company
I. Introduction

II. The Bubble Act

III. The Deed of Settlement Company

IV. The Efficacy of the Deed of Settlement Company

V. The Business Corporation in the Eighteenth Century

VI. The Relative Adoption of the Two Corporate Forms

VII. Corporate Governance in Deed of Settlement Companies

VIII. Conclusion

9. General Incorporation Statutes

I. Introduction

II. The Joint Stock Companies Act 1844

III. The Joint Stock Companies Act 1856

IV. Limited Liability

V. Was the Modern Company a Partnership or a Corporation?

VI. Salomon v Salomon & Co Ltd

10. Key Milestones in the Development of the Modern Company

I. Introduction

II. Double-Entry Bookkeeping

III. The Floating Charge

IV. Company Law

V. The Significance of Salomon

VI. Conclusion

PART TWO
CONSEQUENCES OF THE MODERN COMPANY
11. England Compared with Other Jurisdictions

I. Introduction

II. United States and Germany Compared with England

III. 'Quaker' Companies

IV. The Early US Corporation

V. Germany

VI. Conclusion

12. The Transition to the Modern Company in England

I. Introduction

II. Slow Adoption of the Corporate Form

III. Financing Structure

IV. Financing after the General Incorporation Statutes

V. Contemporaneous Commentary on English Financing of Companies

VI. The Private Company

VII. Founders and Families Retaining Control

VIII. Delays in Management Power Shifting from Shareholders to the Board

IX. Conclusion

13. Conceptions of the Components and Characteristics of the Company

I. The Corporate Fund and Entity Shielding

II. The Corporate Fund in History
III. The Corporate Fund and Creditors

IV. The Corporate Fund as a Concept

V. Understanding the Corporate Fund through the Floating Charge

VI. Property Rights in the Company

VII. Conceptions of the Company
VIII. The Nature of Legal Personhood

IX. The Modern Company as a Legal Fiction

X. The Persona Ficta Modified

XI. The Significance of the Persona Ficta

XII. Separate Legal Entity and Legal Personhood

XIII. Conclusion

14. The Modern Company as an Entity

I. Introduction

II. The Role of Real Entity Theory

III. The Contribution of Real Entity Theory to the Understanding of the Modern Company

IV. The Modern Company as a Real Entity

V. The Persona of the Corporate Entity

VI. The Modern Company as a Firm

VII. The Modern Company as an Organisation

VIII. The Modern Company as an Entity

IX. The Accounting Entity

15. Corporate Governance

I. Introduction

II. Are Directors the Legal Agents of Shareholders?
III. Are Directors the Economic Agents of Shareholders?

IV. Berle and Means

V. Entity Primacy

VI. Should Companies Maximise Wealth for Shareholders?

VII. Obligations of Directors

VIII. Operationalising Entity Primacy

IX. Conclusion

16. The Modern Company: Perils and Potential

I. Corporate Morality

II. Sustainability Realised

III. Personal Capitalism

IV. The Modern Company

The Making of the Modern Company

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