Wednesday, November 29, 2006

On SSRN: New Thesis about the History of the Corporation in England

New paper, The Firm as an Entity Before the Companies Acts, from Joshua Getzler and Michael Macnair, Faculty of Law, University of Oxford. Here's part of the abstract. For the rest, go here.

In this paper we suggest a counter-narrative to the orthodox picture of the development of company form in England....Our general thesis is that without the benefit of formalized organizational law the courts (with some help from legislative enactments) were able to construct a veil between investors and traders affording much of the benefit of the limited liability policy of later law. It was the Court of Chancery that led the way here, through fraud-based doctrines for reversing or presuming conveyances in order to protect creditors, and as an outgrowth of the body of doctrine, its regime for partnership insolvency. In other words, the basic concepts of contract, property and debt priorities could result in a workable organizational law - without formal corporate entities created by the state.

1 comment:

Mojave Joe said...

Why can't academics write well? Why, why, why?! Sorry about this broad generalization, but this abstract is a good example of the jargon-filled crap that is so painful to read. "Suggest"? Is that really all you do in the paper? I don't think so. "Counter-narrative to the orthodox picture"? Can't you say that more simply and directly? "In this paper, we propose a different theory for the development of the company form in England." (That's better, but it still suffers from too many prepositions.) Legal academics: read Bryan Garner's books before you start your next paper. Read too Dworkin and Hart for an elegant simple style