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Putting the Corporation in its Place

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Author Info

  • Timothy Guinnane
  • Ron Harris
  • Naomi R. Lamoreaux
  • Jean-Laurent Rosenthal

Abstract

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 menu of business organizational forms in two common-law countries (the UK and the US) and two countries governed by legal codes (France and Germany) and presents data showing the rapidity with which firms in each country responded to enabling legislation for PLLCs. We show that the PLLC was introduced first and most easily in a code country (Germany) and last and with the most difficulty in a common-law country (the US). Late introduction was associated with prolonged use of the partnership form, suggesting that the disadvantages of corporations did indeed weigh heavily on SMEs.

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Bibliographic Info

Paper provided by National Bureau of Economic Research, Inc in its series NBER Working Papers with number 13109.

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Date of creation: May 2007
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Publication status: published as Enterprise Soc (2007) 8 (3): 687-729. doi: 10.1093/es/khm067 First published online: July 19, 2007
Handle: RePEc:nbr:nberwo:13109

Note: DAE LE CF
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References

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  1. Rafael LaPorta & Florencio Lopez-de-Silanes & Andrei Shleifer & Robert W. Vishny, . "Legal Determinants of External Finance," Working Paper 19443, Harvard University OpenScholar.
  2. Demsetz, Harold & Lehn, Kenneth, 1985. "The Structure of Corporate Ownership: Causes and Consequences," Journal of Political Economy, University of Chicago Press, vol. 93(6), pages 1155-77, December.
  3. Robert Cull & Lance E. Davis & Naomi R. Lamoreaux & Jean-Laurent Rosenthal, 2005. "Historical Financing of Small- and Medium-Sized Enterprises," NBER Working Papers 11695, National Bureau of Economic Research, Inc.
  4. Bolton, P. & Thadden, E.L. von, 1996. "Blocks, liquidity and corporate control," Discussion Paper 1996-80, Tilburg University, Center for Economic Research.
  5. Naomi R. Lamoreaux & Jean-Laurent Rosenthal, 2006. "Corporate Governance and the Plight of Minority Shareholders in the United States before the Great Depression," NBER Chapters, in: Corruption and Reform: Lessons from America's Economic History, pages 125-152 National Bureau of Economic Research, Inc.
  6. Stanley E. Howard, 1934. "The Limited Partnership in New Jersey," The Journal of Business, University of Chicago Press, vol. 7, pages 296.
  7. Vives,Xavier (ed.), 2006. "Corporate Governance," Cambridge Books, Cambridge University Press, number 9780521032032, October.
  8. Zwiebel, Jeffrey, 1995. "Block Investment and Partial Benefits of Corporate Control," Review of Economic Studies, Wiley Blackwell, vol. 62(2), pages 161-85, April.
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Citations

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Cited by:
  1. Sibylle H. Lehmann, 2012. "Taking Firms to the Stock Market: IPOs and the Importance of Large Banks in Imperial Germany 1896-1913," Working Papers 0026, European Historical Economics Society (EHES).
  2. Guinnane, Timothy W. & Martinez-Rodriguez, Susana, 2010. "Did the Cooperative Start Life as a Joint-Stock Company? Business Law and Cooperatives in Spain, 1869-1931," Working Papers 81, Yale University, Department of Economics.
  3. Ralf Ewert & Rainer Niemann, 2010. "Limited Liability, Asymmetric Taxation, and Risk Taking - Why Partial Tax Neutralities can be Harmful," CESifo Working Paper Series 3301, CESifo Group Munich.
  4. Naomi R. Lamoreaux, 2014. "Revisiting American Exceptionalism: Democracy and the Regulation of Corporate Governance in Nineteenth-Century Pennsylvania," NBER Working Papers 20231, National Bureau of Economic Research, Inc.
  5. Hadfield, Gillian K., 2014. "The cost of law: Promoting access to justice through the (un)corporate practice of law," International Review of Law and Economics, Elsevier, vol. 38(S), pages 43-63.
  6. Li Liu, 2012. "Income Taxation and Business Incorporation: Evidence from the Early Twentieth Century," Working Papers 1205, Oxford University Centre for Business Taxation.
  7. Timothy W. Guinnane & Susana Martinez Rodriguez, 2012. "For Every Law, a Loophole: Flexibility in the Menu of Spanish Business Forms, 1886-1936," Working Papers 1012, Economic Growth Center, Yale University.

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