Susan Watson

The Making of the Modern Company (eBook, PDF)

• Format: PDF

Produktbeschreibung

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'.

Produktdetails

• Verlag: Bloomsbury UK eBooks
• Seitenzahl: 384
• Erscheinungstermin: 19. Mai 2022
• Englisch
• ISBN-13: 9781509923632
• Artikelnr.: 64095849

Autorenporträt

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.

Inhaltsangabe

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