Faculty of Law
Tel Aviv University
Tel Aviv 69978 Israel
NBER Working Papers and Publications
|September 2014||Contractual Freedom and the Evolution of Corporate Control in Britain, 1862 to 1929|
with Timothy W. Guinnane, Naomi R. Lamoreaux: w20481
British general incorporation law granted companies an extraordinary degree of contractual freedom to craft their own governance rules. It provided companies with a default set of articles of association, but incorporators were free to reject any part or all of the model and write their own rules instead. We study the uses to which incorporators put this flexibility by examining the articles of association filed by random samples of companies from the late nineteenth and early twentieth centuries, as well as by a sample of companies whose securities traded publicly. One might expect that companies that aimed to raise capital from external investors would adopt shareholder-friendly corporate governance rules. We find, however, that regardless of size or whether their securities traded on th...
|May 2007||Putting the Corporation in its Place|
with Timothy Guinnane, Naomi R. Lamoreaux, Jean-Laurent Rosenthal: w13109
This article challenges the idea that the corporation is a globally superior form of business organization and that the Anglo-American common-law is more conducive to economic development than the code-based legal systems characteristic of continental Europe. Although the corporation had important advantages over the main alternative form of organization (partnerships), it also had disadvantages that limited its appeal to small- and medium-sized enterprises (SMEs). As a result, when businesses were provided with an intermediate choice, the private limited liability company (PLLC) that combined the advantages of legal personhood and joint stock with a flexible internal organizational structure, most chose not to organize as corporations. This article tracks the changes that occurred in the...
Published: Guinnane, Timothy & Harris, Ron & Lamoreaux, Naomi R. & Rosenthal, Jean-Laurent, 2007. "Putting the Corporation in its Place," Enterprise & Society, Cambridge University Press, vol. 8(03), pages 687-729, September. citation courtesy of