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The Company

The Company

John Micklethwait, Adrian Wooldridge
2003
T2 214 pages · about 3h 34m to read OL3242875Wgoodreads

Short history of the limited-liability corporation as a legal invention.

Summary

Micklethwait and Wooldridge, then at The Economist, wrote a short history of the joint stock company as an institution, from ancient precedents through the chartered trading companies to the modern multinational.

Their central argument is that the limited liability joint stock company is one of the most consequential institutional inventions in history, and that its key features developed slowly and for specific reasons. The corporate form requires legal personality, so the entity can own property and contract in its own name; perpetual existence, so it survives its members; transferable shares, so ownership can change without disrupting the enterprise; and limited liability, so investors risk only what they invest, which is what makes it possible to raise capital from strangers.

The historical narrative covers the Roman societates, medieval guilds and Italian partnerships, the chartered companies including the English and Dutch East India Companies which combined commerce with sovereignty, the British legislation of 1856 and 1862 that made general incorporation available without a specific charter, the American development of the large managerial corporation, and the twentieth-century multinational.

They also cover the recurring political argument about corporate power, which they trace from the South Sea Bubble through the trust-busting era to the present.

The book is short and is a synthesis for general readers rather than original research. Its treatment of the company's costs and of the critical literature is proportionately lighter than its treatment of the institution's benefits, which reflects the authors' position.

Key takeaways 7

  1. The limited liability joint stock company required four features together: legal personality, perpetual existence, transferable shares and limited liability.
  2. Limited liability is what makes it possible to raise capital from strangers, since an investor who could lose more than they invested would not participate.
  3. Perpetual existence separates the enterprise's life from its members', which is what permits investment on horizons longer than a human career.
  4. Chartered trading companies combined commerce with sovereignty, exercising governmental powers over territories as a normal part of their operations.
  5. General incorporation available by registration rather than by specific charter was British legislative innovation of the 1850s and 1860s.
  6. Political argument about corporate power has recurred in the same form since the South Sea Bubble, which suggests it is structural rather than episodic.
  7. The corporation's ability to concentrate capital and to persist is simultaneously its economic contribution and the source of every objection to it.

Who should read it

Readers wanting a short institutional history of the corporation and why its specific legal features developed.

Where it sits in the reference 2

Business themes
Business themes

Who recommended it 1

Paul Grahamreported
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