Nov 20, 2023
William Magnuson, a professor at Texas A&M Law School and former Harvard University professor, discusses his book For Profit: A History of Corporations. The book covers eight different corporations throughout history, illustrating different facets of corporations. William chose these eight corporations because they were relevant to the modern world and their importance in shaping society. He aimed to explore the origins of corporations, focusing on foundational moments in corporate law, such as ancient Rome's tax-gathering entities, and the Medici bank. He talks about how studying corporations over 2000 years brought to light trends and why today’s citizens are more impacted by corporations than at any other time in history.
William considered including the Soviet Union, which was one of the world's great experiments in trying to structure and economy without corporations. However, he did not include any consumer packaged goods or retail companies on the list. He also considered researching other major tech companies like Apple, Google, and Microsoft, but ultimately chose not to include them. He also considered adding Japanese corporations, as there is a long history within corporate law scholarship that has similarities with US law but also some major differences. He highlights the importance of understanding the legal concept of corporations and the evolution of their features over time. He also acknowledges the potential for further research into other cultures and corporations, such as Japanese corporations, which could provide valuable insights into corporate law scholarship.
Common Characteristics of the Modern Corporation
The concept of a corporation has its roots in various ancient cultures, including the Incas, Chinese, and Japan. Europe was largely based on the Roman model, which outsourced government services to private individuals or organizations. This model was copied in Renaissance Italy and eventually moved up to the joint stock era in the 1600s. Japan has a long history of large conglomerate organizations, which are family-oriented and have evolved over time. The American corporation is largely based on the European tradition. Some common characteristics of modern corporations include limited liability, professional management class; single entity operation, and immortality, where a corporation never dies or ceases to exist, unlike partnerships, which end when one partner dies. This is important because historically, partnerships ended when one partner died, which was problematic for tax gathering in ancient Roman republics. Corporations are immortal, meaning they continue to exist even after the death of a single member or stockholder.
The Birth of the Corporation
The Roman Republic's Fabian strategy, which involved avoiding set battles and using private enterprise, played a significant role in the creation of corporations. In 218 BC, during the Punic War between Rome and Carthage, the Roman commander Cornelius Skipio wrote to the Senate, asking for supplies to continue the war. The Roman senate ran out of money, they made a plea to Roman citizens for support, and in return they asked for several terms, and this led to the idea of private enterprises as a solution to the problem, and legal rights for specific entities.
In the Roman Republic, corporations had to have certain institutions in place to function effectively. These institutions included the Senate passing laws, corporate attorneys, banks, and other infrastructure. The rule of law was crucial for these entities to thrive, as it allowed them to enforce contracts in court. This rule of law was a key factor in the rise of the corporation in Renaissance Florence, where fragmented policies and conflicts between duchies, barons, kingdoms, empires, and city states were prevalent. The Medici bank, for example, created a rule of law within the city of Florence, creating separate entities with 15 branches, each serving as its own entity. This allowed them to create a rule of law in a world that didn’t have it.
Cities and Religious Organizations as Corporations
Religious organizations, such as monasteries, were also considered corporations, but they were not in the same line of business. Cities, on the other hand, were outliers in the history of corporations, as they sought to protect their liberties and rights. Cities were able to benefit from incorporation, as they were protected by the Magna Carta. Corporations are flexible entities that can be used for various enterprises. William explains the element of limited liability, which is a fascinating element of corporations. It provides risk protection for owners, allowing them to gather capital and launch larger enterprises. However, the concept of limited liability was not always clear, and some statutes are still ambiguous. For example, the East India Company, which was one of the first corporations to adopt limited liability, was a case study that illustrates the importance of limited liability in the early years of corporations.
Early Ideas of Governance in Corporations
William discusses the concept of governance in corporations, focusing on the separation of owners and managers and how to align them. This separation is crucial for modern corporations with hundreds of thousands of shareholders, as it prevents conflicts between managers and shareholders. One example of this is Ford Motor Company, founded by Henry Ford in the early 1900s. Ford was known for his fiddling around and raising money from wealthy investors, but faced criticism from shareholders who were concerned about his financial performance. This led to a conflict of interest between Ford and his shareholders, which eventually led to the foundational concept of fiduciary duty in corporate law. William also discusses the history of shares trading hands, mentioning that in ancient Rome, there were physical certificates representing stock ownership. However, there is little evidence on the exact structure or form of the stock market. Today, the system is moving towards an electric electronic system, making it more complex. William teaches a class on the settlement of trades, which is one of the main focuses in FinTech and other research interests. He also discusses the evolution of the stock trading system, highlighting the importance of understanding the complex nature of the process of trading shares.
The History of Corporate Advisors
William discusses the history of corporations using professionals outside their four walls to advise them. He cites KKR, a private equity firm, as an example of a corporation that uses an ecosystem of professionals to help it operate in the world. The role of these professionals has become more important as corporate law and the corporate form become bigger and more complicated in the modern world. Institutional investors have also played a role in the venture capital industry, often spearheading companies with the interests of venture capitalists. Facebook's structure and story are shaped by its funding model, which was honed into the idea that venture capitalists would take bets and try to reach rapid growth to create a platform effect. This model is emulated by many other startups today. There is a big debate about the corporate purpose, whether they should focus on profit or consider environmental, social, or governance issues. Throughout his research, William was surprised to find that the structure of corporations has always been similar to the debates within society, and major corporations have always led to major changes in how they are regulated. For example, mass production, oil production, and concerns about too big to fail have led to new issues being raised when there is mass production or oil production.
Misconceptions about Corporations and Their Role in Society
William discusses the misconceptions about corporations and their role in society. He argues that corporations were created to promote the common good, not just profit, although what could be debated is what the common good means. This idea is based on historical evidence, such as the creation of the Florentine government and Queen Elizabeth England. He also discusses the debate surrounding fiduciary duties and the role of boards of directors, managers, and officers in determining the interests of shareholders. He disagrees with some scholars about the role of fiduciary duties and the broad discretion granted to managers to consider other interests beyond shareholder profit. He believes that this broad discretion has been informed by his research into the history of corporations and the factors that have led them to thrive. William's next book is on the history of law, focusing on foundational moments in time when the way we think about law, the rule of law, the Constitution, judges, and democracy have changed. He goes back to ancient Athens, ancient Rome, and the development of the code, moving up through the US Constitution Magna Carta to the current draft of the 1964 Civil Rights Act.
Some additional book recommendations on corporate history from Professor Magnuson:
Ernst Badian, Publicans and Sinners: Private Enterprise in the Service of the Roman Republic
Raymond de Roover, The Rise and Decline of the Medici Bank
William Dalrymple, The Anarchy: The Relentless Rise of the East India Company
John Micklethwait & Adrian Wooldridge, The Company: A Short History of a Revolutionary Idea
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