Corporate Law and the Sovereignty of States

Abstract

This article explores the origins of a phenomenon of lasting and profound impact on American society: the private business corporation. Business is only part of our concern here, however. Seen in comparative-historical terms, the modern private corporation was born in colonial (i.e. pre-Revolutionary) America. Surprisingly, this occurred not only because of the business needs of colonial Americans but also as a result of their own struggles for political autonomy. More specifically, the post-Revolutionary doctrine of freedom of incorporation first emerged in states that were originally chartered as private corporations. These "corporate colonies" experienced repeated conflict with the Crown over their rights and privileges as corporations. Once re-chartered as independent states, their respective legislatures transformed constituents' relationship to the means of incorporation in such a way that would lead to lasting changes in American social, civil, and economic life. Quantitative data on the history of post-Revolutionary incorporation rates in the American states, as well as the early banking industries in the United States and Canada, are offered as illustration of this phenomenon. Concluding remarks are made about the interdependent development of states and markets, particularly in post-colonial nations, as well as the nature of institutional-legal transformation more generally.

Keywords: sociology, asymmetric society, legal innovation, economics, political autonomy, economic history, legal history, early United States, modern corporations, colonial America, individual rights. economic sociology