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.