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{{Short description|Legal entity incorporated through a legislative or registration process}}
{{About|business corporations}}
{{Hatnote group|
A '''corporation''' is an institution that is granted a ] recognizing it as a ] having its own privileges, and liabilities distinct from those of its members.<ref></ref> There are many different forms of corporations, most of which are used to conduct ].
{{Other uses}}
{{Redirect|Corporate}}
Corporations exist as a product of ], and their rules balance the interests of its ]: the ] who operate the corporation; ]s who loan it goods, services or money; ]s who invest their ]; the employees who contribute their ]; and the clients they serve.<ref>Frank Easterbrook, Daniel R. Fischel. 'The Economic Structure of Corporate Law' (1996)</ref> In modern times, corporations have become an increasingly dominant part of economic life.
{{Redirect-distinguish|Corp.|Copyright notice{{!}}"Copr."}}
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{{pp-pc}}


{{Companies law}}
An important feature of corporation is limited liability. If a corporation fails, shareholders normally only stand to lose their investment, and employees will lose their jobs, but neither will be further liable for debts that remain owing to the corporation's creditors.


] is one of the most recognizable corporations in the world.]]
Despite not being natural persons, corporations are recognized by the law to have rights and responsibilities like actual people. Corporations can exercise ] against real individuals and the state,<ref>e.g. ] Art.8, especially Art.(4)</ref> and they may be responsible for human rights violations.<ref> Phillip I. Blumberg, The Multinational Challenge to Corporation Law: The Search for a New Corporate Personality, (1993) has a very good discussion of the controversial nature of additional rights being granted to corporations.</ref> Just as they are "born" into existence through its members obtaining a ], they can "die" when they lose money into ]. Corporations can even be convicted of criminal offences, such as ] and ].<ref>e.g. ]</ref>


{{Capitalism sidebar}}
Although corporate law varies in different jurisdictions, there are five core characteristics of the modern business corporation:<ref>Hansmann et al., ''The Anatomy of Corporate Law'' (2004) Ch.1, p.2; See also, C. A. Cooke, Corporation, Trust and Company: A Legal History, (1950).</ref>


A '''corporation''' is an ]—usually a group of people or a ]—authorized by the ] to act as a single entity (a legal entity recognized by private and public law as "born out of statute"; a ] in a legal context) and recognized as such in ] for certain purposes.<ref>{{Cite journal|last=Hirst|first=Scott|date=2018-07-01|title=The Case for Investor Ordering|url=https://scholarship.law.bu.edu/faculty_scholarship/343|journal=The Harvard Law School Program on Corporate Governance Discussion Paper|volume=2017-13|access-date=2020-11-16|archive-date=2021-01-17|archive-url=https://web.archive.org/web/20210117120553/https://scholarship.law.bu.edu/faculty_scholarship/343/|url-status=live}}</ref>'''{{rp|10}}''' Early incorporated entities were established by ] (i.e., by an '']'' act granted by a monarch or passed by a parliament or legislature). Most ]s now allow the creation of new corporations through ]. Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered based on two aspects: whether they can issue ], or whether they are formed to make a ].<ref>{{Cite web|url=https://www.corpnet.com/types-of-corporations/#gfp|title=Types Of Corporations {{!}} Incorporate A Business|website=www.corpnet.com|language=en|access-date=2017-06-10|archive-url=https://web.archive.org/web/20171015152228/https://www.corpnet.com/types-of-corporations/#gfp|archive-date=2017-10-15|url-status=dead}}</ref> Depending on the number of owners, a corporation can be classified as ''aggregate'' (the subject of this article) or '']'' (a legal entity consisting of a single incorporated office occupied by a single ]).
* ]
* ]
* Transferable ]
* Centralized management under a ] structure
* Shared ownership by contributors of ].


Registered corporations have ] recognized by local authorities and their shares are owned by shareholders<ref>{{cite book |last1=Pettet |first1=B. G. |title=Company Law |publisher=Pearson Education |year=2005 |page=151 |quote=Reading the above, makes it possible to forget that the shareholders are the ''owners'' of the company.}}</ref><ref>{{cite book |last1=Courtney |first1=Thomas B. |title=The Law of Private Companies |publisher=Bloomsbury Professional |year=2002 |edition=2nd |at=4.001}}</ref> whose liability is generally ] to their investment. One of the attractive early advantages business corporations offered to their ], compared to earlier business entities like ]s and ]s, was limited liability. Limited liability separates control of a company from ownership and means that a passive shareholder in a corporation will not be personally liable either for contractually agreed obligations of the corporation, or for ]s (involuntary harms) committed by the corporation against a third party (acts done by the controllers of the corporation).<ref>{{Citation |title=Liability of Companies, Shareholders and Directors |date=2020 |work=Sustainability and Corporate Mechanisms in Asia |pages=235–283 |editor-last=Lim |editor-first=Ernest |url=https://www.cambridge.org/core/books/abs/sustainability-and-corporate-mechanisms-in-asia/liability-of-companies-shareholders-and-directors/CDEDAD9B555575037800AD3FF0FB559B |access-date=2024-12-18 |series=International Corporate Law and Financial Market Regulation |place=Cambridge |publisher=Cambridge University Press |isbn=978-1-108-49451-9}}</ref>
==History==
{{Main|History of corporations|List of oldest companies}}
] mine, dated June 16, 1288.]]
The word "corporation" derives from ''corpus'', the ] word for body, or a "body of people". Entities which carried on business and were the subjects of legal rights were found in ancient Rome, and the ] in ancient India.<ref>Vikramaditya S. Khanna (2005). ].</ref> In medieval Europe, churches became incorporated, as did local governments, such as the ] and the ]. The point was that the incorporation would survive longer than the lives of any particular member, existing in perpetuity. The alleged oldest commercial corporation in the world, the ] mining community in ], ], obtained a ] from King ] in 1347. Many European nations chartered corporations to lead colonial ventures, such as the ] or the ], and these corporations came to play a large part in the history of ].


Where ] distinguishes corporations by their ability to issue ], corporations allowed to do so are referred to as ''stock corporations''; one type of investment in the corporation is through stock, and owners of stock are referred to as ''stockholders'' or '']s''. Corporations not allowed to issue stock are referred to as ''non-stock corporations''; i.e. those who are considered the owners of a non-stock corporation are persons (or other entities) who have obtained membership in the corporation and are referred to as a ''member'' of the corporation. Corporations chartered in regions where they are distinguished by whether they are allowed to be for-profit are referred to as ''for-profit'' and ''not-for-profit'' corporations, respectively.
===Mercantilism===
{{See also|Mercantilism|South Sea Bubble}}
] issued by the ], dating from 1623, for the amount of 2,400 florins]]
Labelled by both contemporaries and historians as "the grandest society of merchants in the universe", the ] would come to symbolize the dazzlingly rich potential of the corporation, as well as new methods of business that could be both brutal and exploitive.<ref>John Keay, ''The Honorable Company: A History of the English East India Company'' (MacMillan, New York 1991).</ref> On 31 December 1600, the ] granted the company a fifteen-year monopoly on trade to and from the ] and ]. By 1611, shareholders in the East India Company were earning an almost 150% ]. Subsequent stock offerings demonstrated just how lucrative the Company had become. Its first stock offering in 1613-1616 raised ₤418,000, and its first offering in 1617-1622 raised ₤1.6 million.<ref>''Ibid.'' at 113.</ref>


Shareholders do not typically actively manage a corporation; shareholders instead elect or appoint a ] to control the corporation in a ] capacity. In most circumstances, a shareholder may also serve as a director or officer of a corporation. Countries with ] employ the practice of workers of an enterprise having the right to vote for representatives on the board of directors in a company.
In the ], government chartering began to fall out of vogue in the mid-1800s. Corporate law at the time was focused on protection of the public interest, and not on the interests of corporate shareholders. Corporate charters were closely regulated by the states. Forming a corporation usually required an act of legislature. Investors generally had to be given an equal say in corporate governance, and corporations were required to comply with the purposes expressed in their charters. Many private firms in the 19th century avoided the corporate model for these reasons (] formed his steel operation as a ], and ] set up ] as a ]). Eventually, state governments began to realize the greater corporate registration revenues available by providing more permissive corporate laws. ] was the first state to adopt an "enabling" corporate law, with the goal of attracting more business to the state.<ref></ref> ] followed, and soon became known as the most corporation-friendly state in the country after New Jersey raised taxes on the corporations, driving them out. New Jersey reduced these taxes after this mistake was realized, but by then it was too late; even today, most major public corporations are set up under Delaware law.


== History ==
By the beginning of the 19th century, government policy on both sides of the Atlantic began to change, reflecting the growing popularity of the proposition that corporations were riding the economic wave of the future. In 1819, the U.S. Supreme Court granted corporations a plethora of rights they had not previously recognized or enjoyed.<ref>'']'', 17 U.S. 518 (1819).</ref> Corporate charters were deemed "inviolable", and not subject to arbitrary amendment or abolition by state governments.<ref>''Id.'' at 25.</ref> The Corporation as a whole was labeled an "artificial person," possessing both individuality and immortality.<ref>''Id.'' at 45.</ref>
{{see also|Collegium (ancient Rome)|List of oldest companies}}
] mine, dated June 16, 1288]]
The word "corporation" derives from ''corpus'', the ] word for body, or a "body of people". By the time of ] (reigned 527–565), ] recognized a range of corporate entities under the names ''Universitas'', ''corpus'' or ''collegium''. Following the passage of the '']'' during the reign of ] as ] and ] of the ] (49–44 BC), and their reaffirmation during the reign of ] as '']'' and ] of the ] (27 BC–14 AD), ''collegia'' required the approval of the ] or the ] in order to be ].<ref name="de Ligt 2001">{{Cite journal|last=de Ligt|first=L.|date=2001|title=D. 47,22, 1, pr.-1 and the Formation of Semi-Public "Collegia"|url=https://www.jstor.org/stable/41539517|journal=Latomus|volume=60|issue=2|pages=346–349|jstor=41539517|issn=0023-8856|access-date=2021-06-18|archive-date=2020-11-12|archive-url=https://web.archive.org/web/20201112195606/https://www.jstor.org/stable/41539517|url-status=live}}</ref> These included the state itself (the ''Populus Romanus''), municipalities, and such private associations as sponsors of a ], ], political groups, and guilds of craftsmen or traders. Such bodies commonly had the right to own property and make contracts, to receive gifts and legacies, to sue and be sued, and, in general, to perform legal acts through representatives.<ref>{{Cite book|last=Davenport|first=Caillan|url=https://books.google.com/books?id=JsyCDwAAQBAJ&q=roman+contract+feeding+of+the+sacred+geese&pg=PT82|title=A History of the Roman Equestrian Order|date=2018-12-31|publisher=Cambridge University Press|isbn=978-1-108-75017-2|language=en}}</ref> Private associations were granted designated privileges and liberties by the emperor.<ref>Harold Joseph Berman, ''Law and Revolution'' (vol. 1)'': The Formation of the Western Legal Tradition'', Cambridge: Harvard University Press, 1983, pp. 215–216. {{ISBN|0-674-51776-8}}</ref>


The concept of the corporation was revived in the ] with the recovery and annotation of Justinian's {{Lang|la|]}} by the ]s and their successors the ] in the 11th–14th centuries. Particularly important in this respect were the Italian jurists ] and ], the latter of whom connected the corporation to the metaphor of the ] to describe the ].<ref>{{cite book|last=Canning|first=Joseph|year=1996|title=A History of Medieval Political Thought: 300–1450|place=Abingdon|publisher=Routledge|isbn=978-0-415-39415-4|url=https://books.google.com/books?id=jx_KAgAAQBAJ|page=172}}</ref><ref>{{cite book|last=Canning|first=Joseph|year=2011|title=Ideas of Power in the Late Middle Ages, 1296–1417|url=https://books.google.com/books?id=fpMdtNgggN8C|place=Cambridge|publisher=Cambridge University Press|isbn=978-1-107-01141-0|pages=145–46}}</ref>
At around the same time, British legislation was similarly freeing the corporation from the shackles of historical restrictions. In 1844 the ] passed the Joint Stock Companies Act, which allowed companies to incorporate without a royal charter or an Act of Parliament.<ref>Sean M. O'Connor, ''Be Careful What You Wish For: How Accountants and Congress Created the Problem of Auditor Independence'', 45 B.C.L. Rev. 741, 749 (2004).</ref> Ten years later, ], the key provision of modern corporate law, passed into English law: in response to increasing pressure from newly emerging capital interests, Parliament passed the Limited Liability Act of 1855, which established the principle that any corporation could enjoy limited legal liability on both contract and tort claims simply by registering as a "limited" company with the appropriate government agency.<ref>Limited Liability Act, 18 & 19 Vict., ch. 133 (1855)(Eng.), cited in Paul G. Mahoney, ''Contract or Concession? An Essay on the History of Corporate Law'', 34 Ga. L. Rev. 873, 892 (2000).</ref>


Early entities which carried on business and were the subjects of legal rights included the ] of ] and the '']'' of the ] in ancient India.<ref>Vikramaditya S. Khanna (2005). {{Webarchive|url=https://web.archive.org/web/20090327104142/http://ssrn.com/abstract= |date=2009-03-27 }} ].</ref> In medieval Europe, churches became incorporated, as did local governments, such as the ]. The point was that the incorporation would survive longer than the lives of any particular member, existing in perpetuity. The alleged oldest commercial corporation in the world, the ] mining community in ], ], obtained a ] from King ] in 1347.
This prompted the English periodical ''Economist'' to write in 1855 that "never, perhaps, was a change so vehemently and generally demanded, of which the importance was so much overrated."<ref>Graeme G. Acheson & John D. Turner, ''The Impact of Limited Liability on Ownership and Control: Irish Banking, 1877-1914'', School of Management and Economics, Queen's University of Belfast, available at .</ref> The glaring inaccuracy of the second part of this judgment was recognized by the same magazine more than 75 years later, when it claimed that, "he economic historian of the future . . . may be inclined to assign to the nameless inventor of the principle of limited liability, as applied to trading corporations, a place of honour with ] and ], and other pioneers of the ]."<ref>''Economist'', December 18, 1926, at 1053, as quoted in Mahoney, ''supra'', at 875.</ref>


In ], traders would do business through ] constructs, such as ]s. Whenever people acted together with a view to profit, the law deemed that a partnership arose. Early ]s and ] were also often involved in the ] between traders.{{Citation needed|date=September 2024}}
===Modern corporations===
By the end of the 19th century the forces of limited liability, state and national deregulation, and vastly increasing capital markets had come together to give birth to the corporation in its modern-day form.<ref>For a comparison of the differences between the "Classic Corporation" (before 1860) and the "Modern Corporation" (after 1900), see Ted Nace, ''Gangs of America: The Rise of Corporate Power and the Disabling of Democracy'' 71 (Berrett-Koehler Publishers, Inc., San Francisco 2003).</ref> The well-known '']'' decision began to influence policymaking and the modern corporate era had begun.


=== Mercantilism ===
The 20th century saw a proliferation of enabling law across the world, which helped to drive economic booms in many countries before and after World War I. Starting in the 1980s, many countries with large state-owned corporations moved toward ], the selling of publicly owned services and enterprises to corporations. ] (reducing the regulation of corporate activity) often accompanied privatization as part of a ] policy. Another major postwar shift was toward the development of ], in which large corporations purchased smaller corporations to expand their industrial base. Japanese firms developed a horizontal conglomeration model, the ], which was later duplicated in other countries as well.
{{See also|Mercantilism}}
Dutch and English chartered companies, such as the ] (also known by its Dutch initials: VOC) and the ], were created to lead the colonial ventures of European nations in the 17th century. Acting under a charter sanctioned by the Dutch government, the Dutch East India Company defeated ] forces and established itself in the ] in order to profit from the ]an demand for ]s. Investors in the VOC were issued paper certificates as proof of share ownership, and were able to trade their shares on the original ]. Shareholders were also explicitly granted ] in the company's royal charter.<ref>{{cite book |first=Om |last=Prakash |title=European Commercial Enterprise in Pre-Colonial India |publisher=Cambridge University Press |location=Cambridge |date=1998}}</ref>


In England, the government created corporations under a ] or an ] with the grant of a ] over a specified territory. The best-known example, established in 1600, was the ] of ]. ] granted it the exclusive right to trade with all countries to the east of the ]. Some corporations at this time would act on the government's behalf, bringing in revenue from its exploits abroad. Subsequently, the company became ] with English and later British military and colonial policy, just as most corporations were essentially dependent on the ]'s ability to control trade routes.
==Corporate law==
{{Main|Corporate law}}
{{BusinessLaw}}
The existence of a corporation requires a special legal framework and body of law that specifically grants the corporation legal personality, and typically views a corporation as a ''fictional person'', a ''legal person'', or a ''moral person'' (as opposed to a natural person). Corporate statutes typically empower corporations to own property, sign binding contracts, and pay taxes in a capacity separate from that of its shareholders (who are sometimes referred to as "members". According to ] ],


Labeled by both contemporaries and historians as "the grandest society of merchants in the universe", the English East India Company would come to symbolize the dazzlingly rich potential of the corporation, as well as new methods of business that could be both brutal and exploitative.<ref>{{cite book |first=John |last=Keay |title=The Honorable Company: A History of the English East India Company |publisher=MacMillan |location=New York |date=1991}}</ref> On 31 December 1600, Queen Elizabeth I granted the company a 15-year monopoly on trade to and from the ] and ].<ref>{{cite web|url=http://web.utk.edu/~gerard/romanticpolitics/britisheastindia.html |title=British East India Company |first1=Gerard |last1=Cohen-Vrignaud |first2=Stephanie |last2=Metz |first3=Jody |last3=Dunville |first4=Shannon |last4=Heath |first5=Julia P. |last5=McLeod |first6=Kat |last6=Powell |first7=Brent |last7=Robida |first8=John |last8=Stromski |first9=Brandon |last9=Haynes|access-date=19 January 2017 |archive-url=https://web.archive.org/web/20161220082932/http://web.utk.edu/~gerard/romanticpolitics/britisheastindia.html |archive-date=20 December 2016 |url-status=dead}}</ref> By 1711, shareholders in the East India Company were earning a ] of almost 150 per cent. Subsequent stock offerings demonstrated just how lucrative the company had become. Its first stock offering in 1713–1716 raised £418,000, its second in 1717–1722 raised £1.6&nbsp;million.<ref>''Ibid.'' at p. 113{{Full citation needed|date=August 2020}}</ref>
{{quote|...a corporation is an abstraction. It has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody who is really the directing mind and will of the corporation, the very ego and centre of the personality of the corporation.|<ref>'']'' AC 705</ref>}}


A similar ], the ], was established in 1711 to trade in the Spanish South American colonies, but met with less success. The South Sea Company's monopoly rights were supposedly backed by the ], signed in 1713 as a settlement following the ], which gave ] an '']'' to trade in the region for thirty years. In fact, the Spanish remained hostile and let only one ship a year enter. Unaware of the problems, investors in Britain, enticed by extravagant promises of profit from ] bought thousands of shares. By 1717, the South Sea Company was so wealthy (still having done no real business) that it assumed the ] of the British government. This accelerated the inflation of the share price further, as did the ], which (possibly with the motive of protecting the South Sea Company from competition) prohibited the establishment of any companies without a royal charter. The share price rose so rapidly that people began buying shares merely in order to sell them at a higher price, which in turn led to higher share prices. This was the first ] the country had seen, but by the end of 1720, the bubble had "burst", and the share price sank from £1,000 to under £100. As bankruptcies and recriminations ricocheted through government and high society, the mood against corporations and errant directors was bitter.
The legal personality has two economic implications. First it grants creditors priority over the corporate assets upon liquidation. Second, corporate assets cannot be withdrawn by its shareholders, nor can the assets of the firm be taken by personal creditors of its shareholders. The second feature requires special legislation and a special legal framework, as it cannot be reproduced via standard contract law.<ref>Hansmann et al., ''The Anatomy of Corporate Law'', pg 7.</ref>


]'s stock prices. The rapid inflation of the stock value in the 1710s led to the ], which restricted the establishment of companies without a ].]]
The regulations most favorable to ] include:


In the late 18th century, ], the author of the first treatise on ] in English, defined a corporation as:
{| class="wikitable"
|-
!Regulation
!Description
|-
|Limited liability
|Unlike a ] or ], shareholders of a modern business corporation have "limited" ] for the corporation's debts and obligations.<ref>A leading case in common law is '']'' AC 22.</ref> As a result, their losses cannot exceed the amount which they contributed to the corporation as dues or payment for ]. This enables corporations to "socialize their costs" for the primary benefit of shareholders; to socialize a cost is to spread it to society in general.<ref>{{cite book |last=Hock |first=Dee |title=One from many |page=140 |quote=... they have become a superb instrument for the capitalization of gain and the socialization of cost. |year=2005 |publisher=Berrett-Koehler Publishers |isbn=1576753323 }}</ref> The economic rationale for this is that it allows anonymous trading in the shares of the corporation, by eliminating the corporation's creditors as a stakeholder in such a transaction. Without limited liability, a creditor would probably not allow any share to be sold to a buyer at least as creditworthy as the seller. Limited liability further allows corporations to raise large amounts of finance for their enterprises by combining funds from many owners of stock. Limited liability reduces the amount that a shareholder can lose in a company. This increases the attraction to potential shareholders, and thus increases both the number of willing shareholders and the amount they are likely to invest. However, some jurisdictions also permit another type of corporation, in which shareholders' liability is unlimited, for example the ] in two provinces of Canada, and the ] in the United Kingdom.
|-
|Perpetual lifetime
|Another advantage is that the ] and structure of the corporation may continue beyond the lifetimes of its shareholders and bondholders. This allows stability and the accumulation of capital, which is thus available for investment in larger and longer-lasting projects than if the corporate assets were subject to ] and ]. This was also important in ] times, when land donated to the Church (a corporation) would not generate the feudal fees that a lord could claim upon a landholder's death. In this regard, see ]. (However a corporation can be dissolved by a government authority, putting an end to its existence as a legal entity. But this usually only happens if the company breaks the law, eg fails to meet annual filing requirements, or in certain circumstances if the company requests dissolution.)
|}


{{blockquote|a collection of many individuals united into one body, under a special denomination, having ] under an artificial form, and vested, by the policy of the law, with the capacity of acting, in several respects, as an individual, particularly of taking and granting property, of contracting obligations, and of suing and being sued, of enjoying privileges and immunities in common, and of exercising a variety of political rights, more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation or at any subsequent period of its existence.|A Treatise on the Law of Corporations, Stewart Kyd (1793–1794)}}
===Stock ownership and control===
Persons and other legal entities composed of persons (such as ] and other corporations) can have the right to vote or receive dividends once declared by the Board. In the case of for-profit corporations, these voters hold ] of stock and are thus called shareholders or stockholders. When no stockholders exist, a corporation may exist as a ] (in the United Kingdom, a "company limited by guarantee") and instead of having stockholders, the corporation has members who have the right to vote on its operations. Voting members are not the only members of a "Corporation". The members of a non-stock corporation are identified in the Articles of Incorporation (UK equivalent: ''Articles of Association'') and the titles of the member classes may include "Trustee," "Active," "Associate," and/or "Honorary." However, each of these listed in the Articles of Incorporation are members of the Corporation. The Articles of Incorporation may define the "Corporation" by another name, such as "The ABC Club, Inc." and, in which case, the "Corporation" and "The ABC Club, Inc." or just "The Club" are considered synonymous and interchangeable as they may appear elsewhere in the Articles of Incorporation or the By-Laws. If the non-stock corporation is not operated for profit, it is called a ]. In either category, the corporation comprises a collective of individuals with a distinct legal status and with special privileges not provided to ordinary unincorporated businesses, to ]s, or to groups of individuals.


=== Development of modern company law ===
There are two broad classes of corporate governance forms in the world. In most of the world, control of the corporation is determined by a ], typically nominated by the board and rubber stamped by the shareholders. Although shareholders technically have a vote, it rarely overturns the nomination(s) of the current board. In some jurisdictions, such as Germany, the control of the corporation is divided into two tiers with a ] which elects a ]. Germany is also unique in having a system known as ] in which half of the supervisory board consists of representatives of the employees. The ], president, treasurer, and other titled officers are usually chosen by the board to manage the affairs of the corporation.
Due to the late 18th century abandonment of ] economic theory and the rise of ] and ] economic theory due to a revolution in ] led by ] and other economists, corporations transitioned from being government or ] affiliated entities to being public and private economic entities free of governmental directions.<ref>{{Cite web|url=http://political-economy.com/adam-smith-laissez-faire/|title=Adam Smith Laissez-Faire|website=political-economy.com|date=24 July 2010 |language=en-US|access-date=2017-06-10|archive-date=2010-07-31|archive-url=https://web.archive.org/web/20100731092626/http://political-economy.com/adam-smith-laissez-faire/|url-status=live}}</ref> Smith wrote in his 1776 work '']'' that mass corporate activity could not match private entrepreneurship, because people in charge of others' money would not exercise as much care as they would with their own.<ref>A Smith, '']'' (1776), Book V, ch 1, para 107.</ref>


==== Deregulation ====
In addition to the nominal influence of shareholders, corporations can be controlled (in part) by creditors such as banks. In return for lending money to the corporation, creditors can demand a controlling interest analogous to that of a member, including one or more seats on the board of directors. In some jurisdictions, such as Germany and Japan, it is standard for banks to own shares in corporations whereas in other jurisdictions such as the United States, under the ] of 1933, and the United Kingdom, under the ], banks are prohibited from owning shares in external corporations. However, since 1999 in the U. S., commercial banks have been allowed to enter into investment banking through separate subsidiaries thanks to the Financial Services Modernization Act or ]. Since 1997, banks in the U. K. are supervised by the Financial Services Authority; its rules are non-restrictive allowing both foreign and domestic capital to operate all financial institutions, including insurance, commercial and financial banking.<ref>{{cite book |last=Grosse |first=Robert E. |title=The future of global financial services |pages=57-62 |year=2004 |publisher=Wiley-Blackwell |isbn=1405117005 }}</ref>
]]]
The British ]'s prohibition on establishing companies remained in force until its repeal in 1825. By this point, the ] had gathered pace, pressing for legal change to facilitate business activity.<ref>See ], 6 Geo 4, c 91</ref> The repeal was the beginning of a gradual lifting on restrictions, though business ventures (such as those chronicled by ] in '']'') under primitive companies legislation were often scams. Without cohesive regulation, proverbial operations like the "Anglo-Bengalee Disinterested Loan and Life Assurance Company" were undercapitalized ventures promising no hope of success except for richly paid promoters.<ref>See ], '']'' (1843) ]</ref>


The process of ] was possible only through a ] or a ] and was limited, owing to Parliament's jealous protection of the privileges and advantages thereby granted. As a result, many businesses came to be operated as ] with possibly thousands of members. Any consequent ] had to be carried out in the joint names of all the members and was almost impossibly cumbersome. Though Parliament would sometimes grant a private act to allow an individual to represent the whole in legal proceedings, this was a narrow and necessarily costly expedient, allowed only to established companies.
Upon the Board's decision to dissolve a for-profit corporation, shareholders receive the leftovers, following creditors and others with interests in the corporation. However shareholders receive the benefit of limited liability, so they are liable only for the amount they contributed.


Then, in 1843, ] became the chairman of a Parliamentary Committee on Joint Stock Companies, which led to the ], regarded as the first modern piece of company law.<ref>''Report of the Parliamentary Committee on Joint Stock Companies'' (1844) in ''British Parliamentary Papers'', vol. VII</ref> The Act created the ], empowered to register companies by a two-stage process. The first, provisional, stage cost £5 and did not confer corporate status, which arose after completing the second stage for another £5. For the first time in history, it was possible for ordinary people through a simple registration procedure to incorporate.<ref>{{cite book|url=https://books.google.com/books?id=LQflMqcZyOoC|title=Introduction to Company Law|author=Paul Lyndon Davies|year=2010|publisher=Oxford University Press|page=1|isbn=978-0-19-960132-5}}</ref> The advantage of establishing a company as a ] was mainly administrative, as a unified entity under which the rights and duties of all investors and managers could be channeled.
===Formation===
Historically, corporations were created by a ] granted by government. Today, corporations are usually registered with the state, province, or national government and regulated by the laws enacted by that government. Registration is the main prerequisite to the corporation's assumption of limited liability. The law sometimes requires the corporation to designate its principal address, as well as a ] (a person or company designated to receive legal service of process). It may also be required to designate an ] or other legal representative of the corporation.


==== Limited liability ====
Generally, a corporation files ] with the government, laying out the general nature of the corporation, the amount of stock it is authorized to issue, and the names and addresses of directors. Once the articles are approved, the corporation's directors meet to create ] that govern the internal functions of the corporation, such as meeting procedures and officer positions.
However, there was still no limited liability and company members could still be held responsible for unlimited losses by the company.<ref>''Re Sea Fire and Life Assurance Co., Greenwood's Case'' (1854) 3 De GM&G 459</ref> The next, crucial development, then, was the ], passed at the behest of the then Vice President of the Board of Trade, ]. This allowed investors to limit their liability in the event of business failure to the amount they invested in the company – ]s were still liable directly to ]s, but just for the unpaid portion of their ]. (The principle that shareholders are liable to the corporation had been introduced in the Joint Stock Companies Act 1844).


The 1855 Act allowed limited liability to companies of more than 25 members (shareholders). ] were excluded from the act, though it was standard practice for insurance contracts to exclude action against individual members. Limited liability for insurance companies was allowed by the ].
The law of the jurisdiction in which a corporation operates will regulate most of its internal activities, as well as its finances. If a corporation operates outside its home state, it is often required to register with other governments as a ], and is almost always subject to laws of its host state pertaining to ], ]s, ]s, ]s, and the like.


This prompted the English periodical '']'' to write in 1855 that "never, perhaps, was a change so vehemently and generally demanded, of which the importance was so much overrated."<ref>{{cite web|url=http://www.ehs.org.uk/ehs/conference2004/assets/AchesonTurnerPaper.pdf |title=The Impact of Limited Liability on Ownership and Control: Irish Banking, 1877–1914 |first1=Graeme G. |last1=Acheson |first2=John D. |last2=Turner |publisher=School of Management and Economics, Queen's University of Belfast |access-date=2011-11-16 |url-status=dead |archive-url=https://web.archive.org/web/20120113082939/http://www.ehs.org.uk/ehs/conference2004/assets/AchesonTurnerPaper.pdf |archive-date=2012-01-13 }} and {{cite web|url=http://www1.fee.uva.nl/fm/conference/legal/ehr_2006_%20Acheson%20and%20Turner.pdf |title=The Impact of Limited Liability on Ownership and Control: Irish Banking, 1877–1914 |first1=Graeme G. |last1=Acheson |first2=John D. |last2=Turner |work=Economic History Review |date=2006 |access-date=2011-11-16 |url-status=dead |archive-url=https://web.archive.org/web/20120111172110/http://www1.fee.uva.nl/fm/conference/legal/ehr_2006_%20Acheson%20and%20Turner.pdf |archive-date=2012-01-11 }}.</ref> The major error of this judgment was recognised by the same magazine more than 70 years later, when it claimed that, "he economic historian of the future... may be inclined to assign to the nameless inventor of the principle of limited liability, as applied to trade corporations, a place of honour with ] and ], and other pioneers of the Industrial Revolution. "<ref>''Economist'', December 18, 1926, at 1053, as quoted in Mahoney, ''supra'', at 875.</ref>
===Naming===
Corporations generally have a distinct name. Historically, some corporations were named after their membership: for instance, "The President and Fellows of Harvard College." Nowadays, corporations in most jurisdictions have a distinct name that does not need to make reference to their membership. In Canada, this possibility is taken to its logical extreme: many smaller Canadian corporations have no names at all, merely numbers based on their ] registration number (e.g., "12345678 Ontario Limited").


These two features – a simple registration procedure and limited liability – were subsequently codified into the landmark 1856 ]. This was subsequently consolidated with a number of other statutes in the Companies Act 1862, which remained in force for the rest of the century, up to and including the time of the decision in '']''.<ref>'']'' AC 22</ref>
In most countries, corporate names include the term "Corporation", or an abbreviation that denotes the corporate status of the entity (e.g. "Incorporated" or "Inc." in the United States), or the limited liability of its members (e.g. "Limited" or "Ltd."). These terms vary by jurisdiction and language. In some jurisdictions they are mandatory, and in others they are not.<ref>The ] of ] is an example of a jurisdiction that does not require corporations to indicate corporate status in their names, except for close corporations. The drafters of the 1977 revision of the California General Corporation Law considered the possibility of forcing all California corporations to have a name indicating corporate status, but decided against it because of the huge number of corporations that would have had to change their names, and the lack of any evidence that anyone had been harmed in California by entities whose corporate status was not immediately apparent from their names. However, the 1977 drafters were able to impose the current disclosure requirement for close corporations. See Harold Marsh, Jr., R. Roy Finkle, Larry W. Sonsini, and Ann Yvonne Walker, ''Marsh's California Corporation Law'', 4th ed., vol. 1 (New York: Aspen Publishers, 2004), 5-15 — 5-16.</ref> Their use puts everybody on ] that they are dealing with an entity whose ] is limited, and does not reach back to the persons who own the entity: one can only collect from whatever assets the entity still controls when one obtains a judgment against it.


The legislation quickly led to a railway boom, resulting in a surge in the formation of companies. However, in the later nineteenth century, a period of depression set in, causing many of these companies to collapse and become insolvent. Strong academic, legislative, and judicial opinions emerged, opposing the notion that businessmen could escape accountability for their role in the failing businesses.
Certain jurisdictions do not allow the use of the word "'''company'''" alone to denote corporate status, since the word "]" may refer to a ] or to a ] (in United States usage, but not generally in British usage), or even, archaically, to a group of not necessarily related people (for example, those staying in a tavern).


==== Further developments ====
===Financial disclosure===
] was the leading expert on partnerships and company law in the '']'' case. The landmark case confirmed the ] of the company.]]
In many jurisdictions, corporations whose shareholders benefit from limited liability are required to publish annual ] and other data, so that creditors who do business with the corporation are able to assess the creditworthiness of the corporation and cannot enforce claims against shareholders.<ref> Chapter 4</ref>. Shareholders therefore sacrifice some loss of privacy in return for limited liability. This requirement generally applies in Europe, but not in the United States, except for publicly traded corporations, where financial disclosure is required for investor protection.
In 1892, ] introduced the {{Lang|de|]}} with a separate ] and limited liability even if all the shares of the company were held by only one person. This inspired other countries to introduce corporations of this kind.


The last significant development in the history of companies was the 1897 decision of the House of Lords in ''],'' where the House of Lords confirmed the separate legal personality of the company, and that the liabilities of the company were separate and distinct from those of its owners.
===Unresolved issues===
The nature of the corporation continues to evolve in response to new situations as existing corporations promote new ideas and structures, the courts respond, and governments issue new regulations. A question of long standing is that of diffused responsibility. For example, if a corporation is found liable for a death, how should culpability and punishment for it be allocated among shareholders, directors, management and staff, and the corporation itself? See ], and specifically, ].


In the ], forming a corporation usually required an act of legislation until the late 19th century. Many private firms, such as ]'s steel company and ]'s ], avoided the corporate model for this reason (as a ]). State governments began to adopt more permissive corporate laws from the early 19th century, although these were all restrictive in design, often with the intention of preventing corporations from gaining too much wealth and power.<ref name="Corporate Law textbook">{{Citation|last1=Smiddy|first1=Linda O.|last2=Cunningham|first2=Lawrence A.|title=Corporations and Other Business Organizations: Cases, Materials, Problems|publisher=LexisNexis|year=2010|edition=Seventh|pages=228–231, 241|isbn=978-1-4224-7659-8}}</ref>
The law differs among jurisdictions, and is in a state of flux. Some argue that shareholders should be ultimately responsible in such circumstances, forcing them to consider issues other than profit when investing, but a corporation may have millions of small shareholders who know nothing about its business activities. Moreover, traders &mdash; especially ]s &mdash; may turn over shares in corporations many times a day.<ref>See, for example, the Ontario's Environmental Protection Act.</ref> The issue of corporate repeat offenders (see H. Glasbeak, "Wealth by Stealth: Corporate Crime, Corporate Law, and the Perversion of Democracy" (Between the Lines Press: Toronto 2002) raises the question of the so-called "death penalty for corporations."<ref></ref>


] was the first state to adopt an "enabling" corporate law, with the goal of attracting more business to the state,<ref> {{Webarchive|url=https://web.archive.org/web/20230105140507/https://books.google.com/books?id=ftzqaBv7X_sC&pg=PA159 |date=2023-01-05 }}, Cengage Learning</ref> in 1896. In 1899, Delaware followed New Jersey's lead by enacting an enabling corporate statute. However, Delaware only emerged as the leading corporate state after the enabling provisions of the 1896 New Jersey corporate law were repealed in 1913.<ref name = "Corporate Law textbook"/>
==Types==
{{Refimprove|section|date=February 2009}}
:''For a list of types of corporation and other business types by country, see ].''


The end of the 19th century saw the emergence of ] and corporate ] creating larger corporations with dispersed shareholders. Countries began enacting ] laws to prevent anti-competitive practices and corporations were granted more legal rights and protections. The 20th century witnessed a proliferation of laws allowing for the creation of corporations through registration worldwide. These laws played a significant role in driving economic booms in many countries both before and after World War I. Another major post World War I shift was toward the development of ], in which large corporations purchased smaller corporations to expand their industrial base.
Most corporations are registered with the local jurisdiction as either a stock corporation or a non-stock corporation. Stock corporations sell stock to generate capital. A stock corporation is generally a for-profit corporation. A ] does not have stockholders, but may have members who have voting rights in the corporation.


Starting in the 1980s, many countries with large state-owned corporations began moving toward ], which involved selling publicly owned (or 'nationalized') services and enterprises to corporations. ] aimed at reducing the regulation of corporate activity, often accompanied privatization as part of a laissez-faire policy.
Some jurisdictions (], for example) separate corporations into for-profit and non-profit, as opposed to dividing into stock and non-stock.


== Ownership and control ==
Several states also allow a variation of the corporation for use by professionals (i.e., those individuals typically considered as professionals who require a license from the state to conduct business). In some states, such as , these corporations are known as "professional corporations".
A corporation is, at least in theory, owned and controlled by its members. In a ], the members are known as shareholders, and each of their shares in the ownership, control, and profits of the corporation is determined by the portion of shares in the company that they own. Thus, a person who owns a quarter of the shares of a joint-stock company owns a quarter of the company, is entitled to a quarter of the profit (or at least a quarter of the profit given to shareholders as dividends) and has a quarter of the votes capable of being cast at general meetings.


In another kind of corporation, the legal document which established the corporation or which contains its current rules will determine the requirements for membership in the corporation. What these requirements are depends on the kind of corporation involved. In a ], the members are people who work for the cooperative. In a ], the members are people who have accounts with the credit union.<ref>{{cite book |title=Principles of Finance |first1=Scott |last1=Besley |first2=Eugene |last2=Brigham |publisher=Cengage Learning |year=2008 |isbn=978-0-324-65588-9 |edition=4th |page= |url=https://archive.org/details/principlesoffina0000besl_4edi/page/105 }}</ref>
===For-profit and non-profit===
{{Main|non-profit organization}}


The day-to-day activities of a corporation are typically controlled by individuals appointed by the members. In some cases, this will be a single individual but more commonly corporations are controlled by a committee or by committees. Broadly speaking, there are two kinds of committee structure.
In modern economic systems, conventions of ] commonly appear in a wide variety of business and ] activities. Though the laws governing these creatures of ] often differ, the courts often interpret provisions of the law that apply to profit-making enterprises in the same manner (or in a similar manner) when applying principles to non-profit organizations &mdash; as the underlying structures of these two types of entity often resemble each other.
* A single committee known as a ] is the method favored in most ] countries. Under this model, the board of directors is composed of both executive and non-executive directors, the latter being meant to supervise the former's management of the company.
* A two-tiered committee structure with a ] and a ] is common in ] countries.<ref>{{cite web |title=Company & Commercial – Netherlands: In a nutshell – one-tier boards |date=10 April 2012 |publisher=International Law Office |url=http://www.internationallawoffice.com/newsletters/detail.aspx?g=f4815d3b-0de3-44d3-81d8-16114b49b8d8 |access-date=5 May 2013 |archive-date=16 January 2014 |archive-url=https://web.archive.org/web/20140116125800/http://www.internationallawoffice.com/newsletters/detail.aspx?g=f4815d3b-0de3-44d3-81d8-16114b49b8d8 |url-status=dead }}</ref>


In countries with ] (such as in ]), workers elect a fixed fraction of the corporation's board.
===Closely held corporations and publicly traded corporations===
{{Unreferenced section|date=November 2009}}
The institution most often referenced by the word "corporation" is a '''publicly-traded''' or '''publicly traded''' corporation, the shares of which are traded on a public stock exchange (e.g., the ] or ] in the United States) where shares of stock of corporations are bought and sold by and to the general public. Most of the largest businesses in the world are publicly traded corporations. However, the majority of corporations are said to be '''closely held''', '''privately held''' or '''close corporations''', meaning that no ready market exists for the trading of shares. Many such corporations are owned and managed by a small group of businesspeople or companies, although the size of such a corporation can be as vast as the largest public corporations.


=== Formation ===
]s do have some advantages over publicly traded corporations. A small, closely held company can often make company-changing decisions much more rapidly than a publicly traded company. A publicly traded company is also at the mercy of the market, having capital flow in and out based not only on what the company is doing but the market and even what the competitors are doing. Publicly traded companies also have advantages over their closely held counterparts. Publicly traded companies often have more ] and can delegate debt throughout all shareholders. This means that people invested in a publicly traded company will each take a much smaller hit to their own capital as opposed to those involved with a closely held corporation. Publicly traded companies though suffer from this exact advantage. A closely held corporation can often voluntarily take a hit to profit with little to no repercussions (as long as it is not a sustained loss). A publicly traded company though often comes under extreme scrutiny if profit and growth are not evident to stock holders, thus stock holders may sell, further damaging the company. Often this blow is enough to make a small public company fail.
Historically, corporations were created by a charter granted by the government. As explained above, such charters were often enacted as ].


Today, a corporation is formed, or ], by registering with the state, province, or national government and regulated by the laws enacted by that government. Registration is the main prerequisite to the corporation's assumption of limited liability. The law sometimes requires the corporation to designate its principal address, as well as a ] (a person or company designated to receive legal service of process). It may also be required to designate an ] or other legal representatives of the corporation.{{citation needed|date=August 2012}}
Often communities benefit from a closely held company more so than from a public company. A closely held company is far more likely to stay in a single place that has treated them well, even if going through hard times. The shareholders can incur some of the damage the company may receive from a bad year or slow period in the company profits. Closely held companies often have a better relationship with workers. In larger, publicly traded companies, often when a year has gone badly the first area to feel the effects are the work force with lay offs or worker hours, wages or benefits being cut. Again, in a closely held business the shareholders can incur this profit damage rather than passing it to the workers. Closely held businesses are also often known to be more ] than publicly traded companies.{{Citation needed|date=November 2009}}


Generally, a corporation files ] with the government, laying out the general nature of the corporation, the amount of stock it is authorized to issue, and the names and addresses of directors. Once the articles are approved, the corporation's directors meet to create ] that govern the internal functions of the corporation, such as meeting procedures and officer positions.
The affairs of publicly traded and ]s are similar in many respects. The main difference in most countries is that publicly traded corporations have the burden of complying with additional securities laws, which (especially in the U.S.) may require additional periodic disclosure (with more stringent requirements), stricter corporate governance standards, and additional procedural obligations in connection with major corporate transactions (e.g. mergers) or events (e.g. elections of directors).


In theory, a corporation cannot own its own stock. An exception is ], where the company essentially buys back stock from its shareholders, which reduces its outstanding shares. This essentially becomes the equivalent of unissued capital, where it is not classified as an asset on the balance sheet (passive capital).
A closely held corporation may be a ] of another corporation (its ]), which may itself be either a closely held or a public corporation.


Under the ], the law of the jurisdiction in which a corporation is incorporated will govern its internal activities—that is, conflicts between shareholders and managers such as the board of directors and corporate officers.<ref name="LoPucki_Page_74">{{cite book |last1=LoPucki |first1=Lynn M. |last2=Verstein |first2=Andrew |author1-link=Lynn M. LoPucki |title=Business Associations: A Systems Approach |edition=2nd |date=2024 |publisher=Aspen Publishing |location=Burlington, Massachusetts |isbn=9798892073653 |pages=74–75 |url=https://books.google.com/books?id=twgNEQAAQBAJ&pg=PA74 |access-date=November 15, 2024}}</ref> If a corporation operates outside its home state, it is usually required to register with other governments as a ] and must formally appoint a ] to accept service of process within such other jurisdictions.<ref name="LoPucki_Page_74" /> A foreign corporation is almost always subject to the laws of its host state pertaining to external affairs such as ], ]s, ]s, ], and the like.{{citation needed|date=August 2012}}
===Mutual benefit corporations===<!-- ] links to here -->
A mutual benefit nonprofit corporation is a corporation formed in the United States solely for the benefit of its members. An example of a mutual benefit nonprofit corporation is a golf club. Individuals pay to join the club, memberships may be bought and sold, and any property owned by the club is distributed to its members if the club dissolves. The club can decide, in its corporate bylaws, how many members to have, and who can be a member. Generally, while it is a nonprofit corporation, a mutual benefit corporation is not a charity. Because it is not a charity, a mutual benefit nonprofit corporation cannot obtain 501(c)(3) status. If there is a dispute as to how a mutual benefit nonprofit corporation is being operated, it is up to the members to resolve the dispute since the corporation exists to solely serve the needs of its membership and not the general public.<ref></ref>


=== Naming ===
==Corporations globally==
Corporations generally have a distinct name. Historically, some corporations were named after the members of their boards of directors: for example, the "]" is the name of one of the two governing boards of ], but it is also the exact name under which Harvard was legally incorporated.<ref name="GoverningHarvard">{{cite news |last1=Chait |first1=Richard P. |last2=Daniel |first2=D. Ronald |last3=Lorsch |first3=Jay W. |last4=Rosovsky |first4=Henry |author-link2=Ron Daniel |author-link3=Jay Lorsch |author-link4=Henry Rosovsky |title=Governing Harvard: A Harvard Magazine Roundtable |url=https://harvardmagazine.com/2006/05/governing-harvard.html |work=Harvard Magazine |date=May–June 2006 |access-date=2020-11-24 |archive-date=2021-04-16 |archive-url=https://web.archive.org/web/20210416101007/https://harvardmagazine.com/2006/05/governing-harvard.html |url-status=live }}</ref> Nowadays, corporations in most jurisdictions have a distinct name that does not need to make reference to the members of their boards. In Canada, this possibility is taken to its logical extreme: many smaller Canadian corporations have no names at all, merely numbers based on a registration number (for example, "12345678 Ontario Limited"), which is assigned by the provincial or territorial government where the corporation incorporates.
{{Main|Multinational corporation}}
Following on the success of the corporate model at a national level, many corporations have become transnational or ]s: growing beyond national boundaries to attain sometimes remarkable positions of power and influence in the process of ].


In most countries, corporate names include a term or an abbreviation that denotes the corporate status of the entity (for example, "Incorporated" or "Inc." in the United States) or the limited liability of its members (for example, "Limited", "Ltd.", or "LLC").<ref name="Bartlett_Page54">{{cite book |last1=Bartlett |first1=Joseph W. |title=Equity Finance: Venture Capital, Buyouts, Restructurings and Reorganizations |date=1995 |publisher=Aspen Publishers |location=New York |isbn=978-07355-7077-1 |page=54 |edition=2nd |url=https://books.google.com/books?id=j5ngCEGebrwC&pg=PA54 |access-date=22 October 2020}}</ref><ref name="LoPucki_Page_58">{{cite book |last1=LoPucki |first1=Lynn M. |last2=Verstein |first2=Andrew |author1-link=Lynn M. LoPucki |title=Business Associations: A Systems Approach |edition=2nd |date=2024 |publisher=Aspen Publishing |location=Burlington, Massachusetts |isbn=9798892073653 |page=58 |url=https://books.google.com/books?id=twgNEQAAQBAJ&pg=PA58 |access-date=November 15, 2024}}</ref> These terms vary by jurisdiction and language. In some jurisdictions, they are mandatory, and in others, such as California, they are not.<ref name="LoPucki_Page_58" /><ref>California does not require corporations to indicate corporate status in their names, except for close corporations. The drafters of the 1977 revision of the California General Corporation Law considered the possibility of forcing all California corporations to have a name indicating corporate status, but decided against it because of the huge number of corporations that would have had to change their names, and the lack of any evidence that anyone had been harmed in California by entities whose corporate status was not immediately apparent from their names. However, the 1977 drafters were able to impose the current disclosure requirement for close corporations. See Harold Marsh, Jr., R. Roy Finkle, Larry W. Sonsini, and Ann Yvonne Walker, , 4th ed., vol. 1 (New York: Aspen Publishers, 2004), 5–15 — 5–16.</ref> Their use puts everybody on ] that they are dealing with an entity whose ] is limited: one can only collect from whatever assets the entity still controls when one obtains a judgment against it.
The typical "transnational" or "multinational" may fit into a web of overlapping shareholders and directorships, with multiple branches and lines in different regions, many such sub-groupings comprising corporations in their own right. Growth by expansion may favor national or regional branches; growth by ] or ] can result in a plethora of groupings scattered around and/or spanning the globe, with structures and names which do not always make clear the structures of shareholder ownership and interaction.


Corporate names are supposed to be unique to the jurisdiction in which the corporation is registered.<ref name="LoPucki_Page_59">{{cite book |last1=LoPucki |first1=Lynn M. |last2=Verstein |first2=Andrew |author1-link=Lynn M. LoPucki |title=Business Associations: A Systems Approach |edition=2nd |date=2024 |publisher=Aspen Publishing |location=Burlington, Massachusetts |isbn=9798892073653 |page=59 |url=https://books.google.com/books?id=twgNEQAAQBAJ&pg=PA59 |access-date=November 15, 2024}}</ref> Governments will not allow another corporation or any other kind of legal entity to register a name that is too similar to the name of an existing corporation.<ref name="LoPucki_Page_59"/> However, since "different states may register entities with the same names, a corporate name is a unique identifier only when combined with the name of the state of incorporation".<ref name="LoPucki_Page_59"/> This explains why lawyers in legal papers often expressly refer to a corporation's state of incorporation after the first mention of its name.<ref name="LoPucki_Page_59"/>
In the spread of corporations across multiple continents, the importance of ] has grown as a unifying factor and a counterweight to local national sensibilities and cultural awareness.


Some jurisdictions do not allow the use of the word "'''company'''" alone to denote corporate status, since the word "]" may refer to a partnership or some other form of collective ownership (in the United States it can be used by a ] but this is not generally the case elsewhere).{{citation needed|date=August 2012}}
===Australia===
{{Main|Corporations Act 2001}}
In ] corporations are registered and regulated by the Commonwealth Government through the ]. Corporations law has been largely codified in the ].


===Brazil=== == Personhood ==
{{main|Corporate personhood}}
In ] there are many different types of corporations ("sociedades"), but the two most common ones commercially speaking are: (i) "sociedade limitada", identified by "Ltda." after the company's name, equivalent to the British limited company, and (ii) "sociedade anônima" or "companhia", identified by "SA" or "Companhia" in the company's name, equivalent to the British public limited company. The "Ltda." is mainly governed by the new Civil Code, enacted in 2002, and the "SA" by the Law 6.404 dated 15 December 1976.
Despite not being human beings, corporations have been ruled ] in a few countries, and have many of the same rights as ]s do. For example, a corporation can own property, and can sue or be sued for as long as it exists. Corporations can exercise ] against real individuals and the state,<ref>{{cite book |title=The Human Rights of Companies: Exploring the Structure of ECHR Protection |first1=Marius |last1=Emberland |publisher=Oxford University Press |year=2006 |isbn=978-0-19-928983-7 |page=1 |url=http://fds.oup.com/www.oup.co.uk/pdf/0-19-928983-2.pdf |access-date=2 June 2012 |archive-url=https://web.archive.org/web/20120617104051/http://fds.oup.com/www.oup.co.uk/pdf/0-19-928983-2.pdf |archive-date=17 June 2012 |url-status=dead |df=dmy-all }}</ref><ref>e.g. ] Sect.8, especially Art.(4)</ref> and they can themselves be responsible for human rights violations.<ref>Phillip I. Blumberg, The Multinational Challenge to Corporation Law: The Search for a New Corporate Personality, (1993) discusses the controversial nature of additional rights being granted to corporations.</ref> Corporations can be "dissolved" either by statutory operation, the order of the court, or voluntary action on the part of shareholders. ] may result in a form of corporate failure, when creditors force the liquidation and dissolution of the corporation under court order,<ref>See, for example, the Business Corporations Act (B.C.) chapter 57, Part 10</ref> but it most often results in a restructuring of corporate holdings. Corporations can even be convicted of special criminal offenses in the UK, such as ] and ]. However, corporations are not considered living entities in the way that humans are.<ref>e.g. ]</ref>


Legal scholars and others, such as ], have observed that a business corporation created as a "legal person" has a ] because it is required to elevate its own interests above those of others even when this ] on the public or on other third-parties. Such critics note that the legal mandate of the corporation to focus exclusively on corporate profits and self-interest often victimizes employees, customers, the public at large, and/or the ].<ref>Joel Bakan, {{Webarchive|url=https://web.archive.org/web/20210730014716/https://www.simonandschuster.com/books/The-Corporation/Joel-Bakan/9780743247467 |date=2021-07-30 }} (New York: The Free Press, 2004)</ref> The political theorist ] notes that corporate personhood forms a fundamental part of the modern{{when|date=February 2022}} history of the idea of the ], and believes the idea of the corporation as legal persons can help to clarify the role of citizens as political ], and to break down the sharp conceptual dichotomy between the state and the people or the individual, a distinction that, on his account, is "increasingly unable to meet the demands placed on the state in the modern world".<ref>{{cite journal|last=Runciman|first=David|author-link=David Runciman|year=2000|title=Is the State a Corporation?|journal=Government and Opposition|volume=35|number=1|pages=90, 103–104|doi=10.1111/1477-7053.00014|s2cid=143599471}}</ref>
===Canada===
== See also ==
{{Main|Canadian corporation}}
{{Columns-list|colwidth=30em|
In ] both the federal government and the ]s have corporate statutes, and thus a corporation may have a provincial or a federal charter. Many older corporations in Canada stem from ] passed before the introduction of general corporation law. The oldest corporation in Canada is the ]; though its business has always been based in Canada, its ] was issued in England by ] in 1670, and became a Canadian charter by amendment in 1970 when it moved its corporate headquarters from London to Canada. Federally recognized corporations are regulated by the ].
'''Law'''
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'''Other'''
===German-speaking countries===
* ]
{{Main|Aktiengesellschaft}}
* ]
], ], ] and ] recognize two forms of corporation: the ] (AG), analogous to public corporations in the English-speaking world, and the ] (GmbH), similar to (and an inspiration for) the modern ].
* ]
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* ]
* ] (PC or P.C.)
* ] (PLC)
* ]
* ]
* ]
* ]
* ]
* ]
* ]
}}


===Italy=== == Notes ==
{{Notelist}}
The ] recognizes three types of company with limited liability: "S.r.l", or "Società a responsabilità limitata" (a private ]), "S.p.A" or "Società per Azioni" (a joint-stock company, similar to a ] in the United Kingdom), and "S.a.p.a" ("Società in Accomandita per Azioni"). The latter is a hybrid form that involves two categories of shareholders, some with and some without limited liability, and is rarely used in practice.


===Japan=== == References ==
{{Reflist}}
In ], both the state and local public entities under the ] (] and ]) are considered to be {{nihongo|corporations|法人|hōjin}}. Non-profit corporations may be established under the ].


== Further reading ==
The term {{nihongo|"company"|会社|kaisha}} is used to refer to business corporations. The predominant form is the '']'' (株式会社), used by public corporations as well as smaller enterprises. '']'' (持分会社), a form for smaller enterprises, are becoming increasingly common. Between 2002 and 2008, the {{nihongo|]|中間法人|chūkan hōjin}} existed to bridge the gap between for-profit companies and non-governmental and non-profit organizations.
* {{cite book |last1=Barnet |first1=Richard |last2=Muller |first2=Ronald E. |title=Global Reach: The Power of the Multinational Corporation |url=https://archive.org/details/globalreachpower00barn |url-access=registration |publisher=Simon & Schuster |year=1974 |location=New York}}
* Bakan, Joel. ''The New Corporation: How "Good" Corporations Are Bad for Democracy''. (2020)
* Blackstone, W. ''Commentaries on the Laws of England'' (1765) 455–473
* Blumberg, Phillip I., ''The Multinational Challenge to Corporation Law: The Search for a New Corporate Personality'', (1993)
* Blumberg, PI, ''The Multinational Challenge to Corporation Law'' (1993)
* Bromberg, Alan R. ''Crane and Bromberg on Partnership''. 1968.
* Brown, Bruce. (2003)
* Cadman, John William. ''The Corporation in New Jersey: Business and Politics'' (1949)
* Conard, Alfred F. ''Corporations in Perspective''. 1976.
* Cooke, C.A., ''Corporation, Trust and Company: A Legal History'', (1950)
* Davies, PL, and LCB Gower, ''Principles of Modern Company Law'' (6th ed., Sweet and Maxwell, 1997), chapters 2–4
* Davis, John P. {{Webarchive|url=https://web.archive.org/web/20110611003708/http://socserv2.mcmaster.ca/~econ/ugcm/3ll3/davisjohn/index.html |date=2011-06-11 }} (1904)
* Davis, Joseph S. {{Webarchive|url=https://web.archive.org/web/20110610214651/http://socserv2.mcmaster.ca/~econ/ugcm/3ll3/davisjoe/index.html |date=2011-06-10 }} (1917)
* Dignam, Alan and John Lowry (2020), ''Company Law'', ] {{ISBN|978-0-19-928936-3}}
* Dodd, Edwin Merrick. ''American Business Corporations Until 1860, with Special Reference to Massachusetts'' (1954)
* DuBois, A. B. ''The English Business Company after the Bubble Act'' (1938)
* Formoy, RR, ''The Historical Foundations of Company Law'' (Sweet and Maxwell 1923) 21
* Freedman, Charles. ''Joint-stock Enterprise in France: From Privileged Company to Modern Corporation'' (1979)
* Frentrop, P, ''A History of Corporate Governance 1602–2002'' (Brussels et al., 2003)
* ]. (1897), MCMaster.ca
* Hallis, Frederick. ''Corporate Personality: A Study in Jurisprudence'' (1930)
* ]. '']''. Hoover Institute. 1979.
* Hunt, Bishop. ''The Development of the Business Corporation in England '' (1936)
* Klein and Coffee. ''Business Organization and Finance: Legal and Economic Principles''. Foundation. 2002.
* Kocaoglu, Kagan (Cahn Kojaolu)
* Kyd, S, ''A Treatise on the Law of Corporations'' (1793–1794)
* Mahoney, PG, "Contract or Concession? An Essay on the History of Corporate Law" (2000) 34 Ga. Law Review 873
* Majumdar, Ramesh Chandra. {{Webarchive|url=https://web.archive.org/web/20110706185250/http://socserv2.mcmaster.ca/~econ/ugcm/3ll3/majumdar/index.html |date=2011-07-06 }}, (1920)
* Means, Robert Charles. ''Underdevelopment and the Development of Law: Corporations and Corporation Law in Nineteenth-century Colombia'', (1980)
* Micklethwait, John and Wooldridge, Adrian. ''The Company: A Short History of a Revolutionary Idea''. New York: Modern Library. 2003.
* {{cite book |last1= Provost|first1=Claire|last2=Kennard |first2=Matt |author-link2=Matt Kennard (journalist)|date=2023 |title=Silent Coup: How Corporations Overthrew Democracy|url= |location= |publisher=Bloomsbury Academic|page= |isbn=978-1350269989}}
* Owen, Thomas. ''The Corporation Under Russian Law: A Study in Tsarist Economic Policy'' (1991)
* Rungta, Radhe Shyam. ''The Rise of the Business Corporation in India, 1851–1900'' (1970)
* Scott, W. R. {{Webarchive|url=https://web.archive.org/web/20110706185257/http://socserv2.mcmaster.ca/~econ/ugcm/3ll3/scott/index.html |date=2011-07-06 }} (1912)
* ]. ''The Age of Giant Corporations: A Microeconomic History of American Business''. (1984)
* ], "Democracy and Its Discontents", '']'', vol. LXVI, no. 10 (6 June 2019), pp.&nbsp;52–53, 56–57. "Democracy has no clear answer for the mindless operation of ] and ]. We may indeed be witnessing its extension in the form of ] and ]. Likewise, after decades of dire warning, the ] remains fundamentally unaddressed.... Bureaucratic overreach and environmental catastrophe are precisely the kinds of slow-moving existential challenges that democracies deal with very badly.... Finally, there is the threat du jour: corporations and the technologies they promote." (pp.&nbsp;56–57.)


== External links ==
===United Kingdom===
{{wikiquote|Corporations}}
{{Main|UK company law}}
* ] at Wikibooks
In the ], 'corporation' most commonly refers to a ] formed by ] or by statute, of which few now remain. The ] is the oldest and best known corporation within the UK that is still in existence. Others, such as the ], were ] in the 1980s.
*


{{Aspects of corporations}}
In the private sector, corporations are referred to in law as companies, and are regulated by the ] (or the ] equivalent). The most common type of company is the private ] ("Limited" or "Ltd."). Private limited companies can either be limited by shares or by guarantee. Other corporate forms include the ] ("PLC") and the ].
{{Workplace}}
{{Portal bar|Companies}}


{{Authority control}}
In the United Kingdom, 'corporation' can also refer to a ], which is an office held by an individual natural person, and has a legal entity separate from that person.


]
===United States===
]
{{See also|Delaware corporation}}
]
In the context of debt collection, the United States is itself legally defined as a "Federal corporation".<ref>28 U.S. Code : "'United States'” means a Federal corporation ".</ref> Furthermore, several types of conventional corporations exist in the ]. Generically, any business entity that is recognized as distinct from the people who own it (i.e., is not a sole proprietorship or a partnership) is a corporation. This generic label includes entities that are known by such legal labels as ‘association’, ‘organization’ and ‘limited liability company’, as well as corporations proper. Only a company that has been formally incorporated according to the laws of a particular state is called ‘corporation’. American corporations can be either profit-making companies or non-profit entities. Tax-exempt non-profit corporations are often called “501(c)3 corporation”, after the section of the ] that addresses their tax exemption.
]

Corporations are created by filing the requisite documents with a particular state government. The process is called “incorporation,” referring to the abstract concept of clothing the entity with a "veil" of artificial personhood (embodying, or “corporating” it, ‘corpus’ being the Latin word for ‘body’). Only certain corporations, including banks, are chartered. Others simply file their articles of incorporation with the state government as part of a registration process.

The ] can only create corporate entities pursuant to relevant powers in the ]. For example, Congress has constitutional power to provide postal services, so it has power to operate the ].

Once incorporated, the corporation has artificial personhood everywhere it may operate, until such time as the corporation may be dissolved. A corporation that operates in one state while being incorporated in another is a “foreign corporation.” This label also applies to corporations incorporated outside of the United States. Foreign corporations must usually register with the secretary of state’s office in each state to lawfully conduct business in that state.

A corporation is legally a citizen of the state (or other jurisdiction) in which it is incorporated (except when circumstances direct the corporation be classified as a citizen of the state in which it has its head office, or the state in which it does the majority of its business). Corporate business law differs from state to state, and many prospective corporations choose to incorporate in a state whose laws are most favorable to its business interests. Many large corporations are incorporated in ], for example, without being physically located there because that state has very favorable corporate tax and disclosure laws.

Companies set up for ] or asset protection often incorporate in ], which does not require disclosure of share ownership. Many states, particularly smaller ones, have modeled their corporate statutes after the ], one of many model sets of law prepared and published by the ].

As ], corporations have certain rights that attach to natural purposes. The vast majority of them attach to corporations under state law, especially the law of the state in which the company is incorporated – since the corporations very existence is predicated on the laws of that state. A few rights also attach by federal constitutional and statutory law, but they are few and far between compared to the rights of natural persons. For example, a corporation has the personal right to bring a lawsuit (as well as the capacity to be sued) and, like a natural person, a corporation can be libeled.

But a corporation has no constitutional right to freely exercise its religion because religious exercise is something that only "natural" persons can do. That is, only human beings, not business entities, have the necessary faculties of belief and spirituality that enable them to possess and exercise religious beliefs.

] (a component of ]), formally the ] (also known as the Harvard Corporation), is the oldest corporation in the western hemisphere. Founded in 1636, the second of Harvard’s two governing boards was incorporated by the ] in 1650. Significantly, Massachusetts itself was a corporate colony at that time – owned and operated by the Massachusetts Bay Company (until it lost its charter in 1684) - so Harvard College is a corporation created by a corporation.

Many nations have modeled their own corporate laws on American business law. Corporate law in ], for example, follows the model of New York State corporate law. In addition to typical corporations in the United States, the federal government, in 1971 passed the ] (ANCSA), which authorized the creation of 12 regional native corporations for ] and over 200 village corporations that were entitled to a settlement of land and cash. In addition to the 12 regional corporations, the legislation permitted a thirteenth regional corporation without a land settlement for those Alaska Natives living out of the ] at the time of passage of ANCSA.

==Corporate taxation==
{{Main|Corporate tax}}
In many countries corporate profits are taxed at a corporate tax rate, and dividends paid to shareholders are taxed at a separate rate. Such a system is sometimes referred to as "]", because any profits distributed to shareholders will eventually be taxed twice. One solution to this (as in the case of the Australian and UK tax systems) is for the recipient of the dividend to be entitled to a tax credit which addresses the fact that the profits represented by the dividend have already been taxed. The company profit being passed on is therefore effectively only taxed at the rate of tax paid by the eventual recipient of the dividend. In other systems, dividends are taxed at a lower rate than other income (e.g. in the US) or shareholders are taxed directly on the corporation's profits and dividends are not taxed (e.g. ]s in the US).

==Criticisms==
{{Main|Criticisms of Corporations}}

As ] pointed out in the ], when ownership is separated from management (i.e. the actual production process required to obtain the capital), the latter will inevitably begin to neglect the interests of the former, creating dysfunction within the company.<ref>Adam Smith,
''An Inquiry into the Nature and Causes of the Wealth of Nations'' 741 (Clarendon, Oxford 1776).</ref> Some maintain that recent events in ] may serve to reinforce Smith's warnings about the dangers of legally-protected collectivist hierarchies.<ref>The fall of the Enron corporation stemmed largely from the company's attempt to create new energy trading markets, and its strategy of trading paper wealth in order to maintain the appearance of profitability. For a thorough analysis of Enron's missteps and ultimate destruction, see Kurt Eichenwald, ''Conspiracy of Fools'' (Broadway Books, New York 20050.</ref>

==Other business entities==
{{Main|Types of business entity}}
Almost every recognized type of organization carries out some economic activities (e.g. the ]). Other organizations that may carry out activities that are generally considered to be ''business'' exist under the laws of various countries. These include:
*]
*] (Ltd.)
*] (LLC)
*] (LLLP)
*] (LLP)
*] (LP)
*] (L3C)
*]
*]
*]
*], ]

==See also==
*]
*]
*]
*]
*]
*]
*]
*]
*]
*]
*]
*]
*]s
*]
*]
*]
*]
*]
*]
*]
*]
*]
*] (fictional)
*]
*]
*]
*] (PC or P.C.)
*] (PLC)
*]
*]
*]s
*]
*'']'' − a documentary focusing on surge of corporate power in our society over the last two centuries
*]
*]

==Footnotes==
{{Reflist|2}}

==References==
*A.B. DuBois, ''The English Business Company after the Bubble Act, '', (1938)
*
*Bishop Hunt, ''The Development of the Business Corporation in England '' (1936)
*Blumberg, Phillip I., ''The Multinational Challenge to Corporation Law: The Search for a New Corporate Personality'', (1993)
*Bromberg, Alan R. ''Crane and Bromberg on Partnership''. 1968.
*Bruce Brown, (2003)
*C. A. Cooke, ''Corporation, Trust and Company: A Legal History'', (1950)
*Charles Freedman, ''Joint-stock Enterprise in France, : From Privileged Company to Modern Corporation'' (1979)
*Conard, Alfred F. ''Corporations in Perspective''. 1976.
*Dignam, A and Lowry, J (2006) Company Law, ] ISBN 978-0-19-928936-3
*], , ''The Legal Nature of the Corporation'' (1897)
*Edwin Merrick Dodd, ''American Business Corporations until 1860, With Special Reference to Massachusetts'', (1954)
*John Micklethwait and Adrian Wooldridge. ''The Company: a Short History of a Revolutionary Idea''. New York: Modern Library. 2003.
*Frederick Hallis, ''Corporate Personality: A Study in Jurisprudence'' (1930)
*]. ''In Defense of the Corporation''. Hoover Institute. 1979. ISBN -X
*John P. Davis, (1904)
*John William Cadman, ''The Corporation in New Jersey: Business and Politics, '', (1949)
*Joseph S. Davis, (1917)
*Klein and Coffee. ''Business Organization and Finance: Legal and Economic Principles''. Foundation. 2002. ISBN -X
*Radhe Shyam Rungta, ''The Rise of the Business Corporation in India, 1851–1900'', (1970)
*Ramesh Chandra Majumdar, , (1920)
*Robert Charles Means, ''Underdevelopment and the Development of Law: Corporations and Corporation Law in Nineteenth-century Colombia'', (1980)
*]. ''The Age of Giant Corporations: a Microeconomic History of American Business''. (1984)
*Thomas Owen, ''The Corporation under Russian Law, : A Study in Tsarist Economic Policy'' (1991)
*W. R. Scott, (1912)

==Further reading==
*{{cite book | last = Barnet | first = Richard | authorlink = | coauthors = Ronald E. Muller| title = Global Reach: The Power of the Multinational Corporation| publisher = Simon & Schuster| date = 1974 | location = New York, NY | pages = | url = | doi = | id = | isbn = }}
*Low, Albert, 2008. ", Sussex Academic Press. ISBN 9781845192723

==External links==
*] at Wikibooks
*]
*

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Latest revision as of 12:24, 18 December 2024

Legal entity incorporated through a legislative or registration process For other uses, see Corporation (disambiguation). "Corporate" redirects here. For other uses, see Corporate (disambiguation). "Corp." redirects here. Not to be confused with "Copr.".

This article is part of a series on
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A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity (a legal entity recognized by private and public law as "born out of statute"; a legal person in a legal context) and recognized as such in law for certain purposes. Early incorporated entities were established by charter (i.e., by an ad hoc act granted by a monarch or passed by a parliament or legislature). Most jurisdictions now allow the creation of new corporations through registration. Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered based on two aspects: whether they can issue stock, or whether they are formed to make a profit. Depending on the number of owners, a corporation can be classified as aggregate (the subject of this article) or sole (a legal entity consisting of a single incorporated office occupied by a single natural person).

Registered corporations have legal personality recognized by local authorities and their shares are owned by shareholders whose liability is generally limited to their investment. One of the attractive early advantages business corporations offered to their investors, compared to earlier business entities like sole proprietorships and joint partnerships, was limited liability. Limited liability separates control of a company from ownership and means that a passive shareholder in a corporation will not be personally liable either for contractually agreed obligations of the corporation, or for torts (involuntary harms) committed by the corporation against a third party (acts done by the controllers of the corporation).

Where local law distinguishes corporations by their ability to issue stock, corporations allowed to do so are referred to as stock corporations; one type of investment in the corporation is through stock, and owners of stock are referred to as stockholders or shareholders. Corporations not allowed to issue stock are referred to as non-stock corporations; i.e. those who are considered the owners of a non-stock corporation are persons (or other entities) who have obtained membership in the corporation and are referred to as a member of the corporation. Corporations chartered in regions where they are distinguished by whether they are allowed to be for-profit are referred to as for-profit and not-for-profit corporations, respectively.

Shareholders do not typically actively manage a corporation; shareholders instead elect or appoint a board of directors to control the corporation in a fiduciary capacity. In most circumstances, a shareholder may also serve as a director or officer of a corporation. Countries with co-determination employ the practice of workers of an enterprise having the right to vote for representatives on the board of directors in a company.

History

See also: Collegium (ancient Rome) and List of oldest companies
1/8 share of the Stora Kopparberg mine, dated June 16, 1288

The word "corporation" derives from corpus, the Latin word for body, or a "body of people". By the time of Justinian (reigned 527–565), Roman law recognized a range of corporate entities under the names Universitas, corpus or collegium. Following the passage of the Lex Julia during the reign of Julius Caesar as Consul and Dictator of the Roman Republic (49–44 BC), and their reaffirmation during the reign of Caesar Augustus as Princeps senatus and Imperator of the Roman Army (27 BC–14 AD), collegia required the approval of the Roman Senate or the Emperor in order to be authorized as legal bodies. These included the state itself (the Populus Romanus), municipalities, and such private associations as sponsors of a religious cult, burial clubs, political groups, and guilds of craftsmen or traders. Such bodies commonly had the right to own property and make contracts, to receive gifts and legacies, to sue and be sued, and, in general, to perform legal acts through representatives. Private associations were granted designated privileges and liberties by the emperor.

The concept of the corporation was revived in the Middle Ages with the recovery and annotation of Justinian's Corpus Juris Civilis by the glossators and their successors the commentators in the 11th–14th centuries. Particularly important in this respect were the Italian jurists Bartolus de Saxoferrato and Baldus de Ubaldis, the latter of whom connected the corporation to the metaphor of the body politic to describe the state.

Early entities which carried on business and were the subjects of legal rights included the collegium of ancient Rome and the sreni of the Maurya Empire in ancient India. In medieval Europe, churches became incorporated, as did local governments, such as the City of London Corporation. The point was that the incorporation would survive longer than the lives of any particular member, existing in perpetuity. The alleged oldest commercial corporation in the world, the Stora Kopparberg mining community in Falun, Sweden, obtained a charter from King Magnus Eriksson in 1347.

In medieval times, traders would do business through common law constructs, such as partnerships. Whenever people acted together with a view to profit, the law deemed that a partnership arose. Early guilds and livery companies were also often involved in the regulation of competition between traders.

Mercantilism

See also: Mercantilism

Dutch and English chartered companies, such as the Dutch East India Company (also known by its Dutch initials: VOC) and the Hudson's Bay Company, were created to lead the colonial ventures of European nations in the 17th century. Acting under a charter sanctioned by the Dutch government, the Dutch East India Company defeated Portuguese forces and established itself in the Moluccan Islands in order to profit from the European demand for spices. Investors in the VOC were issued paper certificates as proof of share ownership, and were able to trade their shares on the original Amsterdam Stock Exchange. Shareholders were also explicitly granted limited liability in the company's royal charter.

In England, the government created corporations under a royal charter or an Act of Parliament with the grant of a monopoly over a specified territory. The best-known example, established in 1600, was the East India Company of London. Queen Elizabeth I granted it the exclusive right to trade with all countries to the east of the Cape of Good Hope. Some corporations at this time would act on the government's behalf, bringing in revenue from its exploits abroad. Subsequently, the company became increasingly integrated with English and later British military and colonial policy, just as most corporations were essentially dependent on the Royal Navy's ability to control trade routes.

Labeled by both contemporaries and historians as "the grandest society of merchants in the universe", the English East India Company would come to symbolize the dazzlingly rich potential of the corporation, as well as new methods of business that could be both brutal and exploitative. On 31 December 1600, Queen Elizabeth I granted the company a 15-year monopoly on trade to and from the East Indies and Africa. By 1711, shareholders in the East India Company were earning a return on their investment of almost 150 per cent. Subsequent stock offerings demonstrated just how lucrative the company had become. Its first stock offering in 1713–1716 raised £418,000, its second in 1717–1722 raised £1.6 million.

A similar chartered company, the South Sea Company, was established in 1711 to trade in the Spanish South American colonies, but met with less success. The South Sea Company's monopoly rights were supposedly backed by the Treaty of Utrecht, signed in 1713 as a settlement following the War of the Spanish Succession, which gave Great Britain an asiento to trade in the region for thirty years. In fact, the Spanish remained hostile and let only one ship a year enter. Unaware of the problems, investors in Britain, enticed by extravagant promises of profit from company promoters bought thousands of shares. By 1717, the South Sea Company was so wealthy (still having done no real business) that it assumed the public debt of the British government. This accelerated the inflation of the share price further, as did the Bubble Act 1720, which (possibly with the motive of protecting the South Sea Company from competition) prohibited the establishment of any companies without a royal charter. The share price rose so rapidly that people began buying shares merely in order to sell them at a higher price, which in turn led to higher share prices. This was the first speculative bubble the country had seen, but by the end of 1720, the bubble had "burst", and the share price sank from £1,000 to under £100. As bankruptcies and recriminations ricocheted through government and high society, the mood against corporations and errant directors was bitter.

Chart of the South Sea Company's stock prices. The rapid inflation of the stock value in the 1710s led to the Bubble Act 1720, which restricted the establishment of companies without a royal charter.

In the late 18th century, Stewart Kyd, the author of the first treatise on corporate law in English, defined a corporation as:

a collection of many individuals united into one body, under a special denomination, having perpetual succession under an artificial form, and vested, by the policy of the law, with the capacity of acting, in several respects, as an individual, particularly of taking and granting property, of contracting obligations, and of suing and being sued, of enjoying privileges and immunities in common, and of exercising a variety of political rights, more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation or at any subsequent period of its existence.

— A Treatise on the Law of Corporations, Stewart Kyd (1793–1794)

Development of modern company law

Due to the late 18th century abandonment of mercantilist economic theory and the rise of classical liberalism and laissez-faire economic theory due to a revolution in economics led by Adam Smith and other economists, corporations transitioned from being government or guild affiliated entities to being public and private economic entities free of governmental directions. Smith wrote in his 1776 work The Wealth of Nations that mass corporate activity could not match private entrepreneurship, because people in charge of others' money would not exercise as much care as they would with their own.

Deregulation

"Jack and the Giant Joint-Stock", a cartoon in Town Talk (1858) satirizing the 'monster' joint-stock economy that came into being after the Joint Stock Companies Act 1844

The British Bubble Act 1720's prohibition on establishing companies remained in force until its repeal in 1825. By this point, the Industrial Revolution had gathered pace, pressing for legal change to facilitate business activity. The repeal was the beginning of a gradual lifting on restrictions, though business ventures (such as those chronicled by Charles Dickens in Martin Chuzzlewit) under primitive companies legislation were often scams. Without cohesive regulation, proverbial operations like the "Anglo-Bengalee Disinterested Loan and Life Assurance Company" were undercapitalized ventures promising no hope of success except for richly paid promoters.

The process of incorporation was possible only through a royal charter or a private act and was limited, owing to Parliament's jealous protection of the privileges and advantages thereby granted. As a result, many businesses came to be operated as unincorporated associations with possibly thousands of members. Any consequent litigation had to be carried out in the joint names of all the members and was almost impossibly cumbersome. Though Parliament would sometimes grant a private act to allow an individual to represent the whole in legal proceedings, this was a narrow and necessarily costly expedient, allowed only to established companies.

Then, in 1843, William Gladstone became the chairman of a Parliamentary Committee on Joint Stock Companies, which led to the Joint Stock Companies Act 1844, regarded as the first modern piece of company law. The Act created the Registrar of Joint Stock Companies, empowered to register companies by a two-stage process. The first, provisional, stage cost £5 and did not confer corporate status, which arose after completing the second stage for another £5. For the first time in history, it was possible for ordinary people through a simple registration procedure to incorporate. The advantage of establishing a company as a separate legal person was mainly administrative, as a unified entity under which the rights and duties of all investors and managers could be channeled.

Limited liability

However, there was still no limited liability and company members could still be held responsible for unlimited losses by the company. The next, crucial development, then, was the Limited Liability Act 1855, passed at the behest of the then Vice President of the Board of Trade, Robert Lowe. This allowed investors to limit their liability in the event of business failure to the amount they invested in the company – shareholders were still liable directly to creditors, but just for the unpaid portion of their shares. (The principle that shareholders are liable to the corporation had been introduced in the Joint Stock Companies Act 1844).

The 1855 Act allowed limited liability to companies of more than 25 members (shareholders). Insurance companies were excluded from the act, though it was standard practice for insurance contracts to exclude action against individual members. Limited liability for insurance companies was allowed by the Companies Act 1862.

This prompted the English periodical The Economist to write in 1855 that "never, perhaps, was a change so vehemently and generally demanded, of which the importance was so much overrated." The major error of this judgment was recognised by the same magazine more than 70 years later, when it claimed that, "he economic historian of the future... may be inclined to assign to the nameless inventor of the principle of limited liability, as applied to trade corporations, a place of honour with Watt and Stephenson, and other pioneers of the Industrial Revolution. "

These two features – a simple registration procedure and limited liability – were subsequently codified into the landmark 1856 Joint Stock Companies Act. This was subsequently consolidated with a number of other statutes in the Companies Act 1862, which remained in force for the rest of the century, up to and including the time of the decision in Salomon v A Salomon & Co Ltd.

The legislation quickly led to a railway boom, resulting in a surge in the formation of companies. However, in the later nineteenth century, a period of depression set in, causing many of these companies to collapse and become insolvent. Strong academic, legislative, and judicial opinions emerged, opposing the notion that businessmen could escape accountability for their role in the failing businesses.

Further developments

Lindley LJ was the leading expert on partnerships and company law in the Salomon v. Salomon & Co. case. The landmark case confirmed the distinct corporate identity of the company.

In 1892, Germany introduced the Gesellschaft mit beschränkter Haftung with a separate legal personality and limited liability even if all the shares of the company were held by only one person. This inspired other countries to introduce corporations of this kind.

The last significant development in the history of companies was the 1897 decision of the House of Lords in Salomon v. Salomon & Co., where the House of Lords confirmed the separate legal personality of the company, and that the liabilities of the company were separate and distinct from those of its owners.

In the United States, forming a corporation usually required an act of legislation until the late 19th century. Many private firms, such as Carnegie's steel company and Rockefeller's Standard Oil, avoided the corporate model for this reason (as a trust). State governments began to adopt more permissive corporate laws from the early 19th century, although these were all restrictive in design, often with the intention of preventing corporations from gaining too much wealth and power.

New Jersey was the first state to adopt an "enabling" corporate law, with the goal of attracting more business to the state, in 1896. In 1899, Delaware followed New Jersey's lead by enacting an enabling corporate statute. However, Delaware only emerged as the leading corporate state after the enabling provisions of the 1896 New Jersey corporate law were repealed in 1913.

The end of the 19th century saw the emergence of holding companies and corporate mergers creating larger corporations with dispersed shareholders. Countries began enacting antitrust laws to prevent anti-competitive practices and corporations were granted more legal rights and protections. The 20th century witnessed a proliferation of laws allowing for the creation of corporations through registration worldwide. These laws played a significant role in driving economic booms in many countries both before and after World War I. Another major post World War I shift was toward the development of conglomerates, in which large corporations purchased smaller corporations to expand their industrial base.

Starting in the 1980s, many countries with large state-owned corporations began moving toward privatization, which involved selling publicly owned (or 'nationalized') services and enterprises to corporations. Deregulation aimed at reducing the regulation of corporate activity, often accompanied privatization as part of a laissez-faire policy.

Ownership and control

A corporation is, at least in theory, owned and controlled by its members. In a joint-stock company, the members are known as shareholders, and each of their shares in the ownership, control, and profits of the corporation is determined by the portion of shares in the company that they own. Thus, a person who owns a quarter of the shares of a joint-stock company owns a quarter of the company, is entitled to a quarter of the profit (or at least a quarter of the profit given to shareholders as dividends) and has a quarter of the votes capable of being cast at general meetings.

In another kind of corporation, the legal document which established the corporation or which contains its current rules will determine the requirements for membership in the corporation. What these requirements are depends on the kind of corporation involved. In a worker cooperative, the members are people who work for the cooperative. In a credit union, the members are people who have accounts with the credit union.

The day-to-day activities of a corporation are typically controlled by individuals appointed by the members. In some cases, this will be a single individual but more commonly corporations are controlled by a committee or by committees. Broadly speaking, there are two kinds of committee structure.

  • A single committee known as a board of directors is the method favored in most common law countries. Under this model, the board of directors is composed of both executive and non-executive directors, the latter being meant to supervise the former's management of the company.
  • A two-tiered committee structure with a supervisory board and a managing board is common in civil law countries.

In countries with co-determination (such as in Germany), workers elect a fixed fraction of the corporation's board.

Formation

Historically, corporations were created by a charter granted by the government. As explained above, such charters were often enacted as private bills.

Today, a corporation is formed, or incorporated, by registering with the state, province, or national government and regulated by the laws enacted by that government. Registration is the main prerequisite to the corporation's assumption of limited liability. The law sometimes requires the corporation to designate its principal address, as well as a registered agent (a person or company designated to receive legal service of process). It may also be required to designate an agent or other legal representatives of the corporation.

Generally, a corporation files articles of incorporation with the government, laying out the general nature of the corporation, the amount of stock it is authorized to issue, and the names and addresses of directors. Once the articles are approved, the corporation's directors meet to create bylaws that govern the internal functions of the corporation, such as meeting procedures and officer positions.

In theory, a corporation cannot own its own stock. An exception is treasury stock, where the company essentially buys back stock from its shareholders, which reduces its outstanding shares. This essentially becomes the equivalent of unissued capital, where it is not classified as an asset on the balance sheet (passive capital).

Under the internal affairs doctrine, the law of the jurisdiction in which a corporation is incorporated will govern its internal activities—that is, conflicts between shareholders and managers such as the board of directors and corporate officers. If a corporation operates outside its home state, it is usually required to register with other governments as a foreign corporation and must formally appoint a registered agent to accept service of process within such other jurisdictions. A foreign corporation is almost always subject to the laws of its host state pertaining to external affairs such as employment, crimes, contracts, civil actions, and the like.

Naming

Corporations generally have a distinct name. Historically, some corporations were named after the members of their boards of directors: for example, the "President and Fellows of Harvard College" is the name of one of the two governing boards of Harvard University, but it is also the exact name under which Harvard was legally incorporated. Nowadays, corporations in most jurisdictions have a distinct name that does not need to make reference to the members of their boards. In Canada, this possibility is taken to its logical extreme: many smaller Canadian corporations have no names at all, merely numbers based on a registration number (for example, "12345678 Ontario Limited"), which is assigned by the provincial or territorial government where the corporation incorporates.

In most countries, corporate names include a term or an abbreviation that denotes the corporate status of the entity (for example, "Incorporated" or "Inc." in the United States) or the limited liability of its members (for example, "Limited", "Ltd.", or "LLC"). These terms vary by jurisdiction and language. In some jurisdictions, they are mandatory, and in others, such as California, they are not. Their use puts everybody on constructive notice that they are dealing with an entity whose liability is limited: one can only collect from whatever assets the entity still controls when one obtains a judgment against it.

Corporate names are supposed to be unique to the jurisdiction in which the corporation is registered. Governments will not allow another corporation or any other kind of legal entity to register a name that is too similar to the name of an existing corporation. However, since "different states may register entities with the same names, a corporate name is a unique identifier only when combined with the name of the state of incorporation". This explains why lawyers in legal papers often expressly refer to a corporation's state of incorporation after the first mention of its name.

Some jurisdictions do not allow the use of the word "company" alone to denote corporate status, since the word "company" may refer to a partnership or some other form of collective ownership (in the United States it can be used by a sole proprietorship but this is not generally the case elsewhere).

Personhood

Main article: Corporate personhood

Despite not being human beings, corporations have been ruled legal persons in a few countries, and have many of the same rights as natural persons do. For example, a corporation can own property, and can sue or be sued for as long as it exists. Corporations can exercise human rights against real individuals and the state, and they can themselves be responsible for human rights violations. Corporations can be "dissolved" either by statutory operation, the order of the court, or voluntary action on the part of shareholders. Insolvency may result in a form of corporate failure, when creditors force the liquidation and dissolution of the corporation under court order, but it most often results in a restructuring of corporate holdings. Corporations can even be convicted of special criminal offenses in the UK, such as fraud and corporate manslaughter. However, corporations are not considered living entities in the way that humans are.

Legal scholars and others, such as Joel Bakan, have observed that a business corporation created as a "legal person" has a psychopathic personality because it is required to elevate its own interests above those of others even when this inflicts major risks and grave harms on the public or on other third-parties. Such critics note that the legal mandate of the corporation to focus exclusively on corporate profits and self-interest often victimizes employees, customers, the public at large, and/or the natural resources. The political theorist David Runciman notes that corporate personhood forms a fundamental part of the modern history of the idea of the state, and believes the idea of the corporation as legal persons can help to clarify the role of citizens as political stakeholders, and to break down the sharp conceptual dichotomy between the state and the people or the individual, a distinction that, on his account, is "increasingly unable to meet the demands placed on the state in the modern world".

See also

Law

Other

Notes

References

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  3. Pettet, B. G. (2005). Company Law. Pearson Education. p. 151. Reading the above, makes it possible to forget that the shareholders are the owners of the company.
  4. Courtney, Thomas B. (2002). The Law of Private Companies (2nd ed.). Bloomsbury Professional. 4.001.
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  15. Ibid. at p. 113
  16. "Adam Smith Laissez-Faire". political-economy.com. 24 July 2010. Archived from the original on 2010-07-31. Retrieved 2017-06-10.
  17. A Smith, An Inquiry into the Nature and Causes of the Wealth of Nations (1776), Book V, ch 1, para 107.
  18. See Bubble Companies, etc. Act 1825, 6 Geo 4, c 91
  19. See C Dickens, Martin Chuzzlewit (1843) ch 27
  20. Report of the Parliamentary Committee on Joint Stock Companies (1844) in British Parliamentary Papers, vol. VII
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  22. Re Sea Fire and Life Assurance Co., Greenwood's Case (1854) 3 De GM&G 459
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  24. Economist, December 18, 1926, at 1053, as quoted in Mahoney, supra, at 875.
  25. Salomon v A Salomon & Co Ltd AC 22
  26. ^ Smiddy, Linda O.; Cunningham, Lawrence A. (2010), Corporations and Other Business Organizations: Cases, Materials, Problems (Seventh ed.), LexisNexis, pp. 228–231, 241, ISBN 978-1-4224-7659-8
  27. The Law of Business Organizations Archived 2023-01-05 at the Wayback Machine, Cengage Learning
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  30. ^ LoPucki, Lynn M.; Verstein, Andrew (2024). Business Associations: A Systems Approach (2nd ed.). Burlington, Massachusetts: Aspen Publishing. pp. 74–75. ISBN 9798892073653. Retrieved November 15, 2024.
  31. Chait, Richard P.; Daniel, D. Ronald; Lorsch, Jay W.; Rosovsky, Henry (May–June 2006). "Governing Harvard: A Harvard Magazine Roundtable". Harvard Magazine. Archived from the original on 2021-04-16. Retrieved 2020-11-24.
  32. Bartlett, Joseph W. (1995). Equity Finance: Venture Capital, Buyouts, Restructurings and Reorganizations (2nd ed.). New York: Aspen Publishers. p. 54. ISBN 978-07355-7077-1. Retrieved 22 October 2020.
  33. ^ LoPucki, Lynn M.; Verstein, Andrew (2024). Business Associations: A Systems Approach (2nd ed.). Burlington, Massachusetts: Aspen Publishing. p. 58. ISBN 9798892073653. Retrieved November 15, 2024.
  34. California does not require corporations to indicate corporate status in their names, except for close corporations. The drafters of the 1977 revision of the California General Corporation Law considered the possibility of forcing all California corporations to have a name indicating corporate status, but decided against it because of the huge number of corporations that would have had to change their names, and the lack of any evidence that anyone had been harmed in California by entities whose corporate status was not immediately apparent from their names. However, the 1977 drafters were able to impose the current disclosure requirement for close corporations. See Harold Marsh, Jr., R. Roy Finkle, Larry W. Sonsini, and Ann Yvonne Walker, Marsh's California Corporation Law, 4th ed., vol. 1 (New York: Aspen Publishers, 2004), 5–15 — 5–16.
  35. ^ LoPucki, Lynn M.; Verstein, Andrew (2024). Business Associations: A Systems Approach (2nd ed.). Burlington, Massachusetts: Aspen Publishing. p. 59. ISBN 9798892073653. Retrieved November 15, 2024.
  36. Emberland, Marius (2006). The Human Rights of Companies: Exploring the Structure of ECHR Protection (PDF). Oxford University Press. p. 1. ISBN 978-0-19-928983-7. Archived from the original (PDF) on 17 June 2012. Retrieved 2 June 2012.
  37. e.g. South African Constitution Sect.8, especially Art.(4)
  38. Phillip I. Blumberg, The Multinational Challenge to Corporation Law: The Search for a New Corporate Personality, (1993) discusses the controversial nature of additional rights being granted to corporations.
  39. See, for example, the Business Corporations Act (B.C.) chapter 57, Part 10
  40. e.g. Corporate Manslaughter and Corporate Homicide Act 2007
  41. Joel Bakan, "The Corporation: The Pathological Pursuit of Profit and Power" Archived 2021-07-30 at the Wayback Machine (New York: The Free Press, 2004)
  42. Runciman, David (2000). "Is the State a Corporation?". Government and Opposition. 35 (1): 90, 103–104. doi:10.1111/1477-7053.00014. S2CID 143599471.

Further reading

  • Barnet, Richard; Muller, Ronald E. (1974). Global Reach: The Power of the Multinational Corporation. New York: Simon & Schuster.
  • Bakan, Joel. The New Corporation: How "Good" Corporations Are Bad for Democracy. (2020)
  • Blackstone, W. Commentaries on the Laws of England (1765) 455–473
  • Blumberg, Phillip I., The Multinational Challenge to Corporation Law: The Search for a New Corporate Personality, (1993)
  • Blumberg, PI, The Multinational Challenge to Corporation Law (1993)
  • Bromberg, Alan R. Crane and Bromberg on Partnership. 1968.
  • Brown, Bruce. The History of the Corporation (2003)
  • Cadman, John William. The Corporation in New Jersey: Business and Politics (1949)
  • Conard, Alfred F. Corporations in Perspective. 1976.
  • Cooke, C.A., Corporation, Trust and Company: A Legal History, (1950)
  • Davies, PL, and LCB Gower, Principles of Modern Company Law (6th ed., Sweet and Maxwell, 1997), chapters 2–4
  • Davis, John P. Corporations Archived 2011-06-11 at the Wayback Machine (1904)
  • Davis, Joseph S. Essays in the Earlier History of American Corporations Archived 2011-06-10 at the Wayback Machine (1917)
  • Dignam, Alan and John Lowry (2020), Company Law, Oxford University Press ISBN 978-0-19-928936-3
  • Dodd, Edwin Merrick. American Business Corporations Until 1860, with Special Reference to Massachusetts (1954)
  • DuBois, A. B. The English Business Company after the Bubble Act (1938)
  • Formoy, RR, The Historical Foundations of Company Law (Sweet and Maxwell 1923) 21
  • Freedman, Charles. Joint-stock Enterprise in France: From Privileged Company to Modern Corporation (1979)
  • Frentrop, P, A History of Corporate Governance 1602–2002 (Brussels et al., 2003)
  • Freund, Ernst. The Legal Nature of the Corporation (1897), MCMaster.ca
  • Hallis, Frederick. Corporate Personality: A Study in Jurisprudence (1930)
  • Hessen, Robert. In Defense of the Corporation. Hoover Institute. 1979.
  • Hunt, Bishop. The Development of the Business Corporation in England (1936)
  • Klein and Coffee. Business Organization and Finance: Legal and Economic Principles. Foundation. 2002.
  • Kocaoglu, Kagan (Cahn Kojaolu) A Comparative Bibliography: Regulatory Competition on Corporate Law
  • Kyd, S, A Treatise on the Law of Corporations (1793–1794)
  • Mahoney, PG, "Contract or Concession? An Essay on the History of Corporate Law" (2000) 34 Ga. Law Review 873
  • Majumdar, Ramesh Chandra. Corporate Life in Ancient India Archived 2011-07-06 at the Wayback Machine, (1920)
  • Means, Robert Charles. Underdevelopment and the Development of Law: Corporations and Corporation Law in Nineteenth-century Colombia, (1980)
  • Micklethwait, John and Wooldridge, Adrian. The Company: A Short History of a Revolutionary Idea. New York: Modern Library. 2003.
  • Provost, Claire; Kennard, Matt (2023). Silent Coup: How Corporations Overthrew Democracy. Bloomsbury Academic. ISBN 978-1350269989.
  • Owen, Thomas. The Corporation Under Russian Law: A Study in Tsarist Economic Policy (1991)
  • Rungta, Radhe Shyam. The Rise of the Business Corporation in India, 1851–1900 (1970)
  • Scott, W. R. Constitution and Finance of English, Scottish and Irish Joint-Stock Companies to 1720 Archived 2011-07-06 at the Wayback Machine (1912)
  • Sobel, Robert. The Age of Giant Corporations: A Microeconomic History of American Business. (1984)
  • Tooze, Adam, "Democracy and Its Discontents", The New York Review of Books, vol. LXVI, no. 10 (6 June 2019), pp. 52–53, 56–57. "Democracy has no clear answer for the mindless operation of bureaucratic and technological power. We may indeed be witnessing its extension in the form of artificial intelligence and robotics. Likewise, after decades of dire warning, the environmental problem remains fundamentally unaddressed.... Bureaucratic overreach and environmental catastrophe are precisely the kinds of slow-moving existential challenges that democracies deal with very badly.... Finally, there is the threat du jour: corporations and the technologies they promote." (pp. 56–57.)

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