{"product_id":"the-making-of-the-modern-company-9781509923625","title":"The Making of the Modern Company","description":"\u003cb\u003eBook Synopsis\u003c\/b\u003e\u003cbr\u003eThis book adopts a historical perspective to highlight, and bring back into focus, the key features of the modern company. A central argument in the book is that legal personhood attaching to an entity containing a corporate fund seeded by shareholders is a direct and inevitable consequence of limited liability and the company’s status as a separate legal entity from its shareholders. Management by a board subject to legal duties to the company as an entity that can exist in perpetuity facilitates a long term perspective by the board that can accommodate both shareholder and stakeholder interests. These defining characteristics differentiate the modern company from other business forms.  \u003ci\u003eThe Making of the Modern Company\u003c\/i\u003e applies a 21st-century lens to the corporation through its history to identify turning points in its development. It sets out how key features emerged in the course of two separate developmental cycles in English corporate law: first with the English East India Company in the 17th century, and then with general incorporation statutes in the 2nd half of the 19th century. The book's historical perspective highlights that the key features are part of the 'secret sauce' of modern companies. Each cycle coincided with unparalleled periods of economic success associated with corporate activity  This book will be of interest to corporate law and governance academics, theorists and practitioners, those who study the company from related disciplines, and anyone who questions why uncertainty still exists about the structure of a legal form that has been described as 'amongst mankind’s greatest inventions'.\u003cbr\u003e\u003cbr\u003e\u003cb\u003eTrade Review\u003c\/b\u003e\u003cbr\u003eGoes a long way to resolving historical and ongoing theoretical debates as to the nature of the company, and connects them to corporate reality. As such, it will be a major text for those engaging with this theoretical debate. ... a must-read book. * Oxford Journal of Legal Studies *\u003cbr\u003e\u003cbr\u003e\u003cb\u003eTable of Contents\u003c\/b\u003e\u003cbr\u003e1. Introduction  I. Introduction  II. Key Features  III. Property versus Social Entity  IV. The Agency Problem  V. \u003ci\u003eThe Making of the Modern Company\u003c\/i\u003e   \u003cb\u003ePART ONE\u003c\/b\u003e \u003cb\u003eDEVELOPMENT OF THE MODERN COMPANY\u003c\/b\u003e 2. \u003ci\u003ePersona Ficta \u003c\/i\u003eand Joint Stock  I. Two Kinds of Legal Organisation  II. Early Corporate Enterprises  III. Early Funds  IV. Contractual Joint Stock Companies  V. Business Corporations  VI. Separate Legal Entity  VII. \u003ci\u003ePersona Ficta \u003c\/i\u003e VIII. Conclusion    3. The Transition to Permanent Capital in the English East India Company  I. Introduction  II. The First Twenty Years  III. The Second Twenty Years  IV. The Third Twenty Years  V. The 1657 Charter    4. Corporate Governance in the English East India Company  I. Introduction  II. Development of Governance Structures in Early Business Corporations  III. Shareholder Activism in the English East India Company  IV. Maurice Thomson and the Emergence of Directors’ Duties    5. The Rise and Fall of the English East India Company  I. The English East India Company with Permanent Capital  II. The Impact of the Legal Structure  III. Private Trade in the English East India Company  IV. The Fall of the English East India Company  V. Conclusion – The English East India Company in Context    6. The Early Emergence of Directors’ Duties  I. Introduction  II. Emerging Obligations of the Governing Body of the English East India Company  III. Role of the Oath in the Obligations of Governing Bodies  IV. \u003ci\u003eCharitable Corporation v Sutton \u003c\/i\u003e V. Development of Duties Around Conflict of Interest    7. Liability of Shareholders of Business Corporations  I. Introduction  II. Liability of Shareholders to Third-Party Creditors  III. Could Shareholders be Compelled to Contribute Capital to the Company?  IV. Shift in Focus to the Contractual Joint Stock Company    8. The Significance of the Deed of Settlement Company I. Introduction  II. The Bubble Act  III. The Deed of Settlement Company  IV. The Efficacy of the Deed of Settlement Company  V. The Business Corporation in the Eighteenth Century  VI. The Relative Adoption of the Two Corporate Forms  VII. Corporate Governance in Deed of Settlement Companies  VIII. Conclusion    9. General Incorporation Statutes  I. Introduction  II. The Joint Stock Companies Act 1844  III. The Joint Stock Companies Act 1856  IV. Limited Liability  V. Was the Modern Company a Partnership or a Corporation?  VI. \u003ci\u003eSalomon v Salomon \u0026amp; Co Ltd \u003c\/i\u003e   10. Key Milestones in the Development of the Modern Company  I. Introduction  II. Double-Entry Bookkeeping  III. The Floating Charge  IV. Company Law  V. The Significance of \u003ci\u003eSalomon \u003c\/i\u003e VI. Conclusion    \u003cb\u003ePART TWO\u003c\/b\u003e \u003cb\u003eCONSEQUENCES OF THE MODERN COMPANY\u003c\/b\u003e 11. England Compared with Other Jurisdictions  I. Introduction  II. United States and Germany Compared with England  III. ‘Quaker’ Companies  IV. The Early US Corporation  V. Germany  VI. Conclusion    12. The Transition to the Modern Company in England  I. Introduction  II. Slow Adoption of the Corporate Form  III. Financing Structure  IV. Financing after the General Incorporation Statutes  V. Contemporaneous Commentary on English Financing of Companies  VI. The Private Company  VII. Founders and Families Retaining Control  VIII. Delays in Management Power Shifting from Shareholders to the Board  IX. Conclusion    13. Conceptions of the Components and Characteristics of the Company  I. The Corporate Fund and Entity Shielding  II. The Corporate Fund in History III. The Corporate Fund and Creditors  IV. The Corporate Fund as a Concept  V. Understanding the Corporate Fund through the Floating Charge  VI. Property Rights in the Company  VII. Conceptions of the Company VIII. The Nature of Legal Personhood  IX. The Modern Company as a Legal Fiction  X. The \u003ci\u003ePersona Ficta \u003c\/i\u003eModified  XI. The Significance of the \u003ci\u003ePersona Ficta \u003c\/i\u003e XII. Separate Legal Entity and Legal Personhood  XIII. Conclusion    14. The Modern Company as an Entity  I. Introduction  II. The Role of Real Entity Theory  III. The Contribution of Real Entity Theory to the Understanding of the Modern Company  IV. The Modern Company as a Real Entity  V. The Persona of the Corporate Entity  VI. The Modern Company as a Firm  VII. The Modern Company as an Organisation  VIII. The Modern Company as an Entity  IX. The Accounting Entity    15. Corporate Governance  I. Introduction  II. Are Directors the Legal Agents of Shareholders? III. Are Directors the Economic Agents of Shareholders?  IV. Berle and Means  V. Entity Primacy  VI. Should Companies Maximise Wealth for Shareholders?  VII. Obligations of Directors  VIII. Operationalising Entity Primacy  IX. Conclusion    16. The Modern Company: Perils and Potential  I. Corporate Morality  II. Sustainability Realised  III. Personal Capitalism  IV. The Modern Company","brand":"Bloomsbury Publishing PLC","offers":[{"title":"Default Title","offer_id":51019976212823,"sku":"9781509923625","price":85.5,"currency_code":"GBP","in_stock":false}],"thumbnail_url":"\/\/cdn.shopify.com\/s\/files\/1\/0817\/1739\/5799\/files\/9781509923625.jpg?v=1750781941","url":"https:\/\/bookcurl.com\/products\/the-making-of-the-modern-company-9781509923625","provider":"Book Curl","version":"1.0","type":"link"}