Conceptualizing the Business Corporation: Insights from History

© 2020 Cambridge University Press. This paper has been accepted for publication and will appear in a revised form, subsequent to peer-review and/or editorial input by Cambridge University Press. This manuscript is made available under the terms of the Creative Commons Non-Commercial No-Derivatives License (CC-BY-NC-ND). For further information please see: https://creativecommons.org/licenses/by-nc-nd/4.0/The purpose of this symposium is to shed light on the genealogy of the idea of a business corporation, an economic institution which has long been regarded with a mixture of awe and apprehension. Each of the four original contributions addresses the history of some of its key features. In the process, each contributor reveals some of the insights that history has to teach us regarding the central concepts that inform contemporary debates about the nature of the corporation, the contours of the corporation’s purpose, the sources of corporate power, the functions of corporate law, the duties of directors, the status of shareholders, and the legitimacy of corporate rights.Peer reviewe

What is the corporation and why does it matter?

‘Management’ is widely and deeply embedded in ‘corporations’. Yet in many studies of management and organization the corporation is an influential but shadowy and largely unaccountable presence. Rarely is the modern, capitalist corporation thematized. This article contributes to remedying this omission by attending to how the corporation is a product of three imaginaries: legal, economic, and political. In the post-medieval order, the legal imaginary made possible the construction of the corporate form; the economic imaginary has promoted an expansion of this form and shaped its subsequent development; and, finally, the political imaginary offers a way of appreciating how politics, including the power of the state, is key to (i) the rise of the modern corporation, and (ii) to a recognition of how the primacy of the political in the formation and development of the modern corporation is articulated through, and obscured behind, the dominance of legal and economic imaginaries. Attending to the three imaginaries, it is argued, is central to a thorough comprehension of the modern corporation, a concomitant appreciation of its deeply divisive consequences, and lastly, to the development of policies designed to counteract its malign effects

Inequality, Inc

To engage with inequality, I explore how corporate governance theory is based on inherently contingent ideas of the legal and organizational structuring of the modern public corporation in a corporate ‘architecture’ and how these contingent ideas affect the distribution of privileges, protections and proceeds to different types of actors. I argue that the currently dominant corporate governance theory ignores a specific corporate architecture that provided internal and external legitimacy to the modern public corporation by embedding a set of trade-offs between constituent groups and cementing those trade-offs into a broader institutional setting. Ignoring this architecture leads to the redirection of the privileges and protections embodied in the modern corporation to the exclusive benefit of an implicit coalition of market value-oriented shareholders and managers, while the risks to all other actors, interests and timeframes are relegated to the status of ‘externalities’. I explore how a focus on contingent conceptions of the modern corporation and of corporate governance provides an organizational-level explanation for growing inequality with which existing sectoral and state-centric approaches and means for engagement can be complemented

Debunking the myth of shareholder ownership of companies: Some implications for corporate governance and financial reporting

The shareholder primacy model is dominant in Anglo-Saxon corporate governance and financial reporting even though it is considered to be dysfunctional and a source of crisis. The possibilities of reforms are routinely stymied with the claims that shareholders are the owners of large corporations and management should promote their interests. This paper seeks to debunk such claims. It shows that a corporation is a distinct legal person and cannot be owned by its shareholders. It argues that shareholders in contemporary corporations are owners of ?fictitious? capital which is very distinct from ?real? capital. The systemic pressures require the holders of fictitious capital to constantly buy/sell shares in pursuit of short-term gains. The paper further shows that in a globalised economy, the shareholding duration in major UK companies has shrunk and shareholders are more dispersed than ever before. They are not in any position to control or direct corporations for the benefit of other stakeholders and society generally. The paper calls for abandonment of the shareholder model of governance and calls for empowerment of stakeholders with a long-term interest in the wellbeing of corporations

The Corporation as a Chartered Government

The article focuses on reevaluating the historical role of corporations, highlighting their original purpose of improving governance rather than just liability protection or property management. It explores how early scholars saw corporations as entities with legislative authority. It further argues for returning to this governmental perspective, shedding new light on corporate history and their connection to constitutional government