The corporation as a separate legal entity from its shareholders is a fundamental building block of modern economies. The modern conception of the corporation includes several elements, including the rights to sue, to own property, and to enter into contracts, the existence of management separate from the shareholders, the ability of shareholders to transfer shares without affecting the corporation, unlimited life, and limited liability.
The course will seek to understand how these ideas developed historically in Western legal culture, starting from the origins of the corporate entity in the Roman universitas, through the boroughs, universities, and other corporate entities of the middle ages, then tracing the rise of the business corporation in 18th and 19th century Britain and America, and finally reaching the modern multinational giants. The focus will be on how the modern concept of the corporation developed, whether all of its attributes are indispensable, and what (if anything) still unites the closely held family enterprise with the giant multinational entities of today.
Students will be expected to write a significant research paper, and to submit weekly comments on the readings.