Popular Law-making: A study of the origin, history, and present tendencies of law-making by statuteStimson, Frederic Jesup
History
Popular Law-making: A study of the origin, history, and present tendencies of law-making by statute
Stimson, Frederic Jesup
Legislation -- United States
The earliest trading or business corporation in the modern sense now
extant seems to have been chartered in England about the year 1600,
though Holt in the monopoly case dates the Muscovy Company from 1401,
and, despite the Roman civic corporations, has really no actual
precedent in economic history; that is to say, as a phenomenon under
which the greater part of business affairs was in fact conducted.
Whether derived historically from the guild or the monastic
corporation of the Middle Ages is a question merely of academic
importance, for the business corporation rapidly became a very
different thing from either; and, indeed, its most important
characteristic, that of relieving the members of responsibility for
the debts of the corporation, is an invention of very modern times
indeed, the first statute of that sort having been invented in the
State of Connecticut, enacted in May, 1818. These early English
corporations, such as the Turkey Company, the Fellowship of Merchant
Adventurers, chartered in 1643, or the Hudson Bay Company, usually
gave a monopoly of trade with the respective countries indicated, such
monopolies in foreign countries not being considered obnoxious.[1] The
wording of such early charters follows substantially the language of
a town or guild charter, and was doubtless suggested by them.
Unfortunately, it has never been the custom to print corporation
charters in the Statutes of the Realm, and it is practically
impossible to get a sight of the original documents if, indeed, in
many cases, they now exist. So far as I have been able to study them,
they always give the right to transfer shares freely, with the other
great right, perpetual succession; but no notion appears, for at least
two centuries, that the shareholders are relieved from any of the
legal obligations of the corporation.
[Footnote 1: The charter of the East India Company was attacked on
this ground and successfully defended by Holt on the ground that the
common law did not mind monopolies in trade with heathens!]
Public-domain text, read in full here on John Shaqi.
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