General incorporation in nineteenth century England: Interaction of common law and legislative processes

Corporate governance and the expansion of the democratic franchise: beyond cross-country regressions

“…At that point, a series of adverse court decisions cast doubt on the legality of such enterprises. The number of companies formed without charters fell off dramatically, and entrepreneurs deluged Parliament with petitions for incorporation (Butler, 1986;Freeman et al, 2012, p. 15). Overwhelmed by the sheer volume of requests, Parliament responded by repealing the Bubble Act in 1825 (Harris, 2000, pp.…”

“…Corporate privileges, such as right to sue and be sued in the company name and especially limited liability, were cumbersome to secure contractually and not reliably enforceable (Butler, 1986;Harris, 2000). Moreover, it was still not clear that the form was legal under the common law.…”

“…In 1720, at the peak of the South Sea bubble, Parliament at the behest of the South Sea Company (another favoured corporation with monopoly privileges) passed the Bubble Act, requiring joint-stock companies to secure a charter from the government in order to operate. Newcomers found it difficult to obtain charters, and the act thus solidified the position of the haves against the have-nots (Butler, 1986;Harris, 2000, pp. 60-81).…”

“…In Britain, Parliament passed a general incorporation law with entity but not owner shielding in 1844. It added owner shielding about a decade later in 1855 and 1856 (Butler, 1986;Guinnane, Harris, & Lamoreaux, 2014;Hunt, 1936). In the United States, the big wave of statutes came during the late 1840s and the 1850s, although a few states passed general incorporation acts for various purposes earlier (Hilt, 2015).…”

Globalizing Savigny? The State in Savigny’s Private International Law and the Challenge of Europeanization and Globalization

“…The German company seat principle is not a politically neutral conflicts rule, as Savigny might have conceived it; it sets out to ensure that corporations with their effective seat in Germany would have to uphold certain standards 142 . The incorporation principle (a fruit of the first wave of globalization 143 ), on the other hand, gives the founders of a corporation the effective freedom to choose the applicable law. It represents, therefore, a (deliberate) restraint of the state.…”