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The Development of Corporate Governance in Toulouse: 1372-1946

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  • David Le Bris
  • William N. Goetzmann
  • Sébastien Pouget

Abstract

We document a sequence of institutional innovations associated with the corporate form over the course of several centuries in Toulouse. Shareholding companies that began in the 11th century formally incorporated themselves into two large-scale, widely held firms by 1373. In the years that followed they experienced the economic challenges and conflicts we now recognize as inherent in the separation of ownership and control. Using new and existing archival research, we show how the Toulouse firms developed institutional solutions including tradable shares, limited liability, governing boards, cash payout policies, external audits, shareholder meetings and mechanisms for re-capitalization. We examine these developments in the context of institutional economic theory and the received history of the corporation. The Toulouse companies preceded the birth of the Dutch and English East India companies by centuries. The Toulouse firms shed light on the necessary and sufficient conditions for the development of the corporate form. We show that the constellation of features associated with the corporation can appear in situations of relative economic certainty and in the context of Medieval legal code that did not require the granting of governmental approval or patent. The Toulouse firms are a unique case in which the corporation appears as a nexus of private contracts.

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  • David Le Bris & William N. Goetzmann & Sébastien Pouget, 2015. "The Development of Corporate Governance in Toulouse: 1372-1946," NBER Working Papers 21335, National Bureau of Economic Research, Inc.
  • Handle: RePEc:nbr:nberwo:21335
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    1. Guinnane, Timothy & Harris, Ron & Lamoreaux, Naomi R. & Rosenthal, Jean-Laurent, 2007. "Putting the Corporation in its Place," Enterprise & Society, Cambridge University Press, vol. 8(3), pages 687-729, September.
    2. Giuseppe Dari-Mattiacci & Oscar Gelderblom & Joost Jonker & Enrico C. Perotti, 2017. "The Emergence of the Corporate Form," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 33(2), pages 193-236.
    3. Hart, Oliver & Moore, John, 1990. "Property Rights and the Nature of the Firm," Journal of Political Economy, University of Chicago Press, vol. 98(6), pages 1119-1158, December.
    4. Enrico Spolaore & Romain Wacziarg, 2013. "How Deep Are the Roots of Economic Development?," Journal of Economic Literature, American Economic Association, vol. 51(2), pages 325-369, June.
    5. Alexandra M. de Pleijt & Jan Luiten van Zanden, 2016. "Accounting for the “Little Divergence”: What drove economic growth in pre-industrial Europe, 1300–1800?," European Review of Economic History, Oxford University Press, vol. 20(4), pages 387-409.
    6. Catherine Casamatta, 2003. "Financing and Advising: Optimal Financial Contracts with Venture Capitalists," Journal of Finance, American Finance Association, vol. 58(5), pages 2059-2085, October.
    7. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    8. Hilt, Eric, 2008. "When did Ownership Separate from Control? Corporate Governance in the Early Nineteenth Century," The Journal of Economic History, Cambridge University Press, vol. 68(3), pages 645-685, September.
    9. HOLMSTROM, Bengt, 1979. "Moral hazard and observability," LIDAM Reprints CORE 379, Université catholique de Louvain, Center for Operations Research and Econometrics (CORE).
    10. North, Douglass C, 1994. "Economic Performance through Time," American Economic Review, American Economic Association, vol. 84(3), pages 359-368, June.
    11. Gelderblom, Oscar & de Jong, Abe & Jonker, Joost, 2013. "The Formative Years of the Modern Corporation: The Dutch East India Company VOC, 1602–1623," The Journal of Economic History, Cambridge University Press, vol. 73(4), pages 1050-1076, December.
    12. Beck, Thorsten & Demirguc-Kunt, Asli & Levine, Ross, 2003. "Law and finance: why does legal origin matter?," Journal of Comparative Economics, Elsevier, vol. 31(4), pages 653-675, December.
    13. Jensen, Michael C, 1986. "Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers," American Economic Review, American Economic Association, vol. 76(2), pages 323-329, May.
    14. Oliver E. Williamson, 2000. "The New Institutional Economics: Taking Stock, Looking Ahead," Journal of Economic Literature, American Economic Association, vol. 38(3), pages 595-613, September.
    15. Luis Angeles, 2011. "Institutions, Property Rights, and Economic Development in Historical Perspective," Kyklos, Wiley Blackwell, vol. 64(2), pages 157-177, May.
    16. Steven C.A. Pincus & James A. Robinson, 2011. "What Really Happened During the Glorious Revolution?," NBER Working Papers 17206, National Bureau of Economic Research, Inc.
    17. David le Bris & William N. Goetzmann & Sébastien Pouget, 2014. "Testing Asset Pricing Theory on Six Hundred Years of Stock Returns: Prices and Dividends for the Bazacle Company from 1372 to 1946," NBER Working Papers 20199, National Bureau of Economic Research, Inc.
    18. North, Douglass C. & Weingast, Barry R., 1989. "Constitutions and Commitment: The Evolution of Institutions Governing Public Choice in Seventeenth-Century England," The Journal of Economic History, Cambridge University Press, vol. 49(4), pages 803-832, December.
    19. Nico Voigtländer & Hans-Joachim Voth, 2006. "Why England? Demographic factors, structural change and physical capital accumulation during the Industrial Revolution," Journal of Economic Growth, Springer, vol. 11(4), pages 319-361, December.
    20. Carlos, Ann M. & Neal, Larry, 2011. "Amsterdam and London as financial centers in the eighteenth century," LSE Research Online Documents on Economics 38799, London School of Economics and Political Science, LSE Library.
    21. Daron Acemoglu & Simon Johnson & James Robinson, 2005. "The Rise of Europe: Atlantic Trade, Institutional Change, and Economic Growth," American Economic Review, American Economic Association, vol. 95(3), pages 546-579, June.
    22. Catherine Casamatta, 2003. "Financing and Advising: Optimal Financial Contracts with Venture Capitalists," Journal of Finance, American Finance Association, vol. 58(5), pages 2059-2086, October.
    23. Oscar Gelderblom, 2013. "Cities of Commerce: The Institutional Foundations of International Trade in the Low Countries, 1250-1650," Economics Books, Princeton University Press, edition 1, number 10139.
    24. Cox, Gary W., 2012. "Was the Glorious Revolution a Constitutional Watershed?," The Journal of Economic History, Cambridge University Press, vol. 72(3), pages 567-600, August.
    25. Roland Bénabou & Jean Tirole, 2003. "Intrinsic and Extrinsic Motivation," Review of Economic Studies, Oxford University Press, vol. 70(3), pages 489-520.
    26. Harris, Ron, 2012. "Shareholder Democracies? Corporate Governance in Britain and Ireland Before 1850. By Mark Freeman, Robin Pearson, and James Taylor. Chicago: University of Chicago Press, 2012. Pp. xiv, 389. $65.00, ha," The Journal of Economic History, Cambridge University Press, vol. 72(4), pages 1102-1104, December.
    27. Carlos, Ann M. & Neal, Larry, 2011. "Amsterdam and London as financial centers in the eighteenth century1," Financial History Review, Cambridge University Press, vol. 18(1), pages 21-46, April.
    28. Bengt Holmstrom, 1979. "Moral Hazard and Observability," Bell Journal of Economics, The RAND Corporation, vol. 10(1), pages 74-91, Spring.
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    Cited by:

    1. le Bris, David, 2019. "Testing legal origins theory within France: Customary laws versus Roman code," Journal of Comparative Economics, Elsevier, vol. 47(1), pages 1-30.
    2. le Bris, David & Goetzmann, William N. & Pouget, Sébastien, 2019. "The present value relation over six centuries: The case of the Bazacle company," Journal of Financial Economics, Elsevier, vol. 132(1), pages 248-265.
    3. Rachelle Belinga & Blanche Segrestin, 2018. "Principals and stewards? An exploration of the role of institutional investors in corporate governance," Post-Print hal-01791931, HAL.

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    More about this item

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • G35 - Financial Economics - - Corporate Finance and Governance - - - Payout Policy
    • N0 - Economic History - - General
    • N2 - Economic History - - Financial Markets and Institutions
    • N8 - Economic History - - Micro-Business History
    • N83 - Economic History - - Micro-Business History - - - Europe: Pre-1913
    • O16 - Economic Development, Innovation, Technological Change, and Growth - - Economic Development - - - Financial Markets; Saving and Capital Investment; Corporate Finance and Governance
    • P1 - Economic Systems - - Capitalist Systems

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