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
Suppose you had a world where one man in every ten was gifted with
immortality and with the right not to be answerable for anything that
he did. You can easily see that the structure of society, at least
as to property, labor, and business affairs, would be very decidedly
altered. Yet this is what really happened with the invention of the
modern corporation; only we have got completely used to it. It would
be possible to have got on without any business corporations at all.
Striking as this may seem at first thought, one must remember that the
world got on very well without corporations for thousands of years,
and that it was by a mere historical accident and a modern invention
that the two great attributes of the corporation, immortality and
personal irresponsibility, were brought about. All business might
still be conducted, as it was in the Middle Ages, by individual men
or by partnerships, and still we should have had very great single
fortunes like that of Jacques Coeur in France, an early prototype of
Mr. J. Pierpont Morgan, or even vast hereditary fortunes kept in
one family, like the Fuggers of Augsburg, and based on a natural
monopoly--mineral salt--as is Mr. Rockefeller's upon mineral oil. Yet
as lives are short and abilities not usually hereditary, the great
corporation question of to-day would hardly have arisen. Nevertheless,
it is presumed that no one, not even the greatest radical, would now
propose to dispense with the invention of the business corporation
with limited liability.
A careful discussion of the two theories above referred to will be
found in pages 1 to 28 of the report of the Committee on Corporation
Laws to the legislature of Massachusetts, of January, 1903. The bill
for a business corporation law recommended by this committee was
enacted into law without substantial change, and has apparently been
satisfactory in the six years it has been in force, as the amendments
to it, except only as to the system of taxation of corporations, have
been few and trifling. I venture to quote from the report referred to
a few of the remarks of the commissioners upon the general question,
as it is now out of print:
The investigations of the committee, the results of which have
been briefly summarized, have led to the following conclusions:
_First_.--That the more important provisions of the present law
regulating the organization and conduct of business corporations
and the liability of its stockholders and officers are unsuited to
modern business conditions.
_Second_.--That the restrictions governing capitalization and the
payment of stock as shown in the piecemeal legislation enlarging
the classes of corporations which may organize under general laws
are arbitrary or impossible of execution.
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