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
A further word should be given to the origin of the business
corporation, an almost accidental event, which has affected the world
of trade and affairs more than the invention of printing, of the
bill of exchange, and the Law Merchant combined. It would have been
perfectly possible for the world to get on and do business without
the modern corporation--without the invention of a fictitious person
clothed with the enormously powerful attributes of immortality
and irresponsibility. That is to say, men can act together or in
partnership, but they are mortal, and at their death their personal
powers end. The corporation may be immortal, and its powers, as well
as its acquisitions, increase forever. Men are liable with all their
estates for their contracts and obligations. Men in corporations are
only liable to the amount of their aliquot share of stock, or often
not at all. Corporations may dissolve, and be reborn, divide, and
reunite, swallow up other corporations or often other persons.
Individuals cannot do so except by the easily broken bond of
co-partnership.
Trading corporations for profit were _practically_ unknown to the
Romans, or even to Continental countries--scholastic precedents
and the Venetian _commendam_ to the contrary notwithstanding. They
developed in England first out of the guild or out of the monastery;
but the religious corporation, although regarded with great jealousy
in the Statutes against Mortmain, which show that from the earliest
times our ancestors feared the attribute of immortality that
characterizes the corporation, have never had the principle of
limited, or no, personal liability. That, indeed, is said to have been
invented by the State of Connecticut (see below, chapter 10). They
were, however, often clothed with monopoly. In 1643 we find the
Fellowship of Merchant Adventurers of England, a business corporation,
with power to levy money on the members, and exclusive powers to trade
in its own products, which seem to have been clothing and woollen
manufactures. We have already mentioned the earlier charter to the
Eastland merchants. Mr. James Bryce has pointed out to me that the
objection of monopoly would not have been felt so much to apply to a
corporation chartered only for purposes of trade out of England. It
would seem, therefore, that the invention and growth of the secular
corporation was an accident of the legislation of Queen Elizabeth's
time; and arose rather from this desire to get a monopoly, than from
any conscious copying of the trade guilds, still less the religious
corporations of earlier dates; for the trade guilds were nothing but
a more or less voluntary association of men bound together in a very
indefinite bond, hardly more of a permanent effective body than any
changing group of men, such as a political party is, from year to
year; the only bond between them being that they happen at some
particular time to exercise a certain claim at a certain place; and
Public-domain text, read in full here on John Shaqi.
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