The Anglo-American misconception of stockholders as ‘owners’ and ‘members’: its origins and consequences

2019 ◽  
Vol 16 (5) ◽  
pp. 623-642 ◽  
Author(s):  
David Ciepley
Keyword(s):  
United States ◽  
The United States ◽  
East India Company ◽  
Joint Stock Company ◽  
Constitutional Rights ◽  
Stock Company ◽  
Shareholder Primacy ◽  
Business Corporation ◽  
Anglo American ◽  
English East India Company

AbstractThat stockholders “own” the corporation and are its “members,” are assumptions deeply embedded in Anglo-American treatments of the business corporation. They are also principal supports of the policy of “shareholder primacy” and, in the United States, of the corporate claim to constitutional rights. This article critiques these assumptions, while also explaining why they took hold. Among several reasons for this, the primary explanation is to be found in the peculiar parentage of England's first major business corporation, the English East India Company (EIC). The EIC did not begin its life as a true business corporation, but as a cross between a guild (a form of member corporation) and a joint stock company (a form of partnership). In the transition to a unified business corporation, its stockholders inherited the monikers of “member” and “owner” from their guild and partner forebears. This mis-description set the legal mold for all subsequent Anglo-American treatments of stockholders.

Member Corporations, Property Corporations, and Constitutional Rights

2017 ◽  
Vol 11 (1) ◽  
pp. 31-59 ◽  
Author(s):  
David Ciepley
Keyword(s):  
United States ◽  
The United States ◽  
Constitutional Rights ◽  
Business Corporation ◽  
Corporate Entity

Abstract Historically, a corporation was regarded as an artificial creation of law possessing only what rights and powers its constituting charter confers upon it. This “concession” or “grant” theory has been eclipsed, especially in the United States, by the view that the corporation is a mere association of natural persons, and that its rights are those of its “members” and “owners,” the shareholders, who, as persons and citizens, bring even constitutional rights to the corporation. This associational view rests on a triple confusion. First, it confuses the corporation (the rights-bearing corporate entity) with the corporate firm, which is associational, leaving the impression that the corporation can be reduced to natural persons. This underwrites the second confusion, that the business corporation is a member corporation, with the shareholders as members, when in fact it is a property corporation without members. The histories of the Dutch and English East India Companies are drawn on to explain the origins of this second confusion. Third, it confuses the member corporation with a partnership, when it imagines that the rights of the corporation are simply those of its individual shareholders. Instead, as maintained by the grant theory, a corporation should only receive such rights as are conferred on it by charter or statute on the basis of policy considerations.

‘Precolonial Studies’: Emily Erikson on the English East India Company, the Advantages of Network Theory and the Rise of Populism in Contemporary United States

2017 ◽  
Vol 4 (1) ◽  
pp. 132-141
Author(s):  
Markus Heidingsfelder ◽  
Arqam Khan
Keyword(s):  
United States ◽  
Network Theory ◽  
Multinational Firms ◽  
The United States ◽  
Economic Thought ◽  
East India Company ◽  
Editorial Boards ◽  
Princeton University ◽  
English East India Company ◽  
Classical Economic

This interview with network theorist Emily Erikson took place in March 2017 when she visited Habib University in Karachi, Pakistan, for a lecture on the English East India Company. She talks about the advantages of network theory, the challenges of Twitter research and the reasons for the success of the English East India Company, which—according to Erikson—cannot be successfully explained by using a European cultures versus South Asian cultures framework. It also touches upon the critique of corporations in general and the possible links between globalisation and the rise of populism in the United States. Emily Erikson teaches sociology at Yale University and works on social networks and the development of institutions of capitalism and democracy. Her award-winning book Between Monopoly and Free Trade: The English East India Company (Princeton University Press, 2014) shows how an informal social network linking autonomous employees fostered the company’s long-term success, shedding light on the processes underpinning the emergence of early multinational firms and the structure of early modern global trade. Her forthcoming book New Knowledge: The Rise of Economics and Development of the Public Sphere identifies the causes stimulating the development of pre-classical economic thought in the seventeenth century. Erikson serves on the council for economic sociology of the American Sociological Association and on the executive council of the Society for the Advancement of Socio-Economics. In addition, she serves on the editorial boards of Social Science History,  Relational Sociology Series (Palgrave MacMillan), and is a founding member of the advisory board for the Journal of Historical Network Research.

scholarly journals Corporate Management, Labor Relations, and Community Building at the East India Company’s Blackwall Dockyard, 1600–57

2018 ◽  
Vol 53 (1) ◽  
pp. 133-156 ◽  
Author(s):  
William A Pettigrew ◽  
Edmond Smith
Keyword(s):  
Social History ◽  
Labor Relations ◽  
Social Role ◽  
East India Company ◽  
Corporate Management ◽  
Joint Stock Company ◽  
Stock Company ◽  
Full Account ◽  
Relevant Evidence ◽  
English East India Company

Abstract This essay offers a social history of the labor relations established by the English East India Company at its Blackwall Dockyard in East London from 1615–45. It uses all of the relevant evidence from the company’s minute books and printed bylaws and from petitions to the company to assemble a full account of the relationships formed between skilled and unskilled workers, managers, and company officials. Challenging other historians’ depictions of early modern dockyards as sites for class confrontation, this essay offers a more agile account of the hierarchies within the yard to suggest how and why the workforce used its considerable power to challenge management and when and why it was successful in doing so. Overall, the essay suggests that the East India Company developed and prioritized a broader social constituency around the dockyard over particular labor lobbies to preempt accusations that it abdicated its social responsibilities. In this way, the company reconciled the competing interests of profit (as a joint stock company with investors) and social responsibility by, to some extent, assuming the social role of its progenitor organizations—the livery company and the borough corporation.

FINANCIAL REPORTING IN THE EARLY YEARS OF THE EAST INDIA COMPANY

1986 ◽  
Vol 13 (1) ◽  
pp. 19-30 ◽  
Author(s):  
Vahé Baladouni
Keyword(s):  
Financial Reporting ◽  
Financial Statements ◽  
Early Years ◽  
East India Company ◽  
Joint Stock Company ◽  
Stock Company ◽  
Reporting Practices ◽  
English East India Company

The first archival period (1600–1663) of the (English) East India Company is marked by an absence of accounting materials. A small number of financial statements have escaped peril, however, and found their way to the India Office Library and Records in London. Of these, two are of singular interest. Along with related Company minutes, these statements are analyzed and interpreted in this paper. They shed some light on the reporting practices and concepts of the early years of the incorporated joint-stock company.

scholarly journals Corporate conflict prevention: comparative legal aspects

2020 ◽  
pp. 193-196
Author(s):  
Pavlo Bortsevych
Keyword(s):  
United States ◽  
The United States ◽  
Legal Aspects ◽  
Share Price ◽  
Joint Stock Company ◽  
Legal Analysis ◽  
Negative Consequences ◽  
Stock Company ◽  
Corporate Rights ◽  
Operational Activity

The article presents a comparative legal analysis of the laws of Ukraine and the United States regarding the regulation of corporate relations and corporate conflicts. Corporate conflict can be defined as disagreements (disputes) between shareholders (investors) and managers in connection with the violation of shareholders' rights that lead or may lead to claims against the company controlling the shareholder or executives regarding the decisions taken by them, early termination of powers. management, significant changes in the composition of shareholders. Even when examining the nature of the relationship between objective and subjective causes of conflicts, the following features may be noted: the clear distribution of objective and subjective causes of conflicts, and even more so their opposition, is obviously unlawful. Any objective reason plays a role in the emergence of a specific conflict situation, including due to the action of subjective factors. As a rule, corporate conflicts in joint stock companies are the property rights of the shares of the company and the rights that these securities give (participation in management, participation in the distribution of profits of the company, etc.). The interests of shareholders are aimed at generating income from the company's activities. Earning income can be realized in two ways - paying dividends and increasing the share price. In the process of addressing these issues in practice, there may be abuse of corporate rights, including greenmail. The main attention is paid to the issues of preventing greenmail, which, although not an offense, can cause losses to the business entity and its participants. The term "greenmail" in the literature is interpreted as a procedure for the acquisition of a large number of shares of a company in order to create a threat to its hostile takeover in order to resell these shares at an overpriced price to the same company. The following main features of corporate greenmail can be identified: - it is a form of intervention in the activities of a joint-stock company; -  based on the fact that the person owns a certain number of shares, which does not allow to make a significant impact on the process of managing a joint-stock company; - the intervention is aimed at hindering the operational activity of a joint-stock company and, as a consequence, creating certain negative consequences for the company and (or) its shareholders, including in their financial and property sphere; - the purpose of such conduct is to sell its block of shares at an inflated price to the controlling shareholder or to the company itself or to obtain another property grant; - the actions of corporate greenmailers are formally legitimate, but may be qualified as abuse of law. In the United States, greenmail is interpreted differently in individual states, but what is common is that greenmail is an abuse of rights and may cause harm to the company and its members. There is no definition of greenmail at the legislative level in Ukraine. This is due to the fact that in Ukraine the phenomenon of greenmail due to the lack of development of corporate relations in comparison with the United States has not yet become widespread, however, it should not be ruled out the significant spread of greenmail in the future. The conclusions of the analysis include recommendations to prevent greenmail.

Anglo-american policy in Greece (1946-50)

2013 ◽  
Author(s):  
Spero Simeon Zachary Paravantes
Keyword(s):  
United States ◽  
Foreign Policy ◽  
American Foreign Policy ◽  
The United States ◽  
Early Years ◽  
United States Government ◽  
Anglo American ◽  
Dramatic Shift ◽  
Current Financial Crisis ◽  
Post War

While trying to understand and explain the origins and dynamics of Anglo-American foreign policy in the pre and early years of the Cold War, the role thatperception played in the design and implementation of foreign policy became acentral focus. From this point came the realization of a general lack of emphasisand research into the ways in which the British government managed to convincethe United States government to assume support for worldwide British strategicobjectives. How this support was achieved is the central theme of this dissertation.This work attempts to provide a new analysis of the role that the British played in the dramatic shift in American foreign policy from 1946 to 1950. Toachieve this shift (which also included support of British strategic interests in theEastern Mediterranean) this dissertation argues that the British used Greece, first asa way to draw the United States further into European affairs, and then as a way toanchor the United States in Europe, achieving a guarantee of security of theEastern Mediterranean and of Western Europe.To support these hypotheses, this work uses mainly the British andAmerican documents relating to Greece from 1946 to 1950 in an attempt to clearlyexplain how these nations made and implemented policy towards Greece duringthis crucial period in history. In so doing it also tries to explain how Americanforeign policy in general changed from its pre-war focus on non-intervention, to the American foreign policy to which the world has become accustomed since 1950. To answer these questions, I, like the occupying (and later intervening)powers did, must use Greece as an example. In this, I hope that I may be forgivensince unlike them, I intend not to make of it one. My objectives for doing so lie notin justifying policy, but rather in explaining it. This study would appear to havespecial relevance now, not only for the current financial crisis which has placedGreece once again in world headlines, but also for the legacy of the Second WorldWar and the post-war strife the country experienced which is still playing out todaywith examples like the Distomo massacre, German war reparations and on-goingsocial, academic and political strife over the legacy of the Greek Civil War.

American Immigration: A Very Short Introduction

2021 ◽  
Author(s):  
David A. Gerber
Keyword(s):  
United States ◽  
Nineteenth Century ◽  
Social Order ◽  
Slave Trade ◽  
Illegal Immigration ◽  
The United States ◽  
American Identity ◽  
National Character ◽  
Short Introduction ◽  
Anglo American

American Immigration: A Very Short Introduction traces three massive waves of immigration from the mid-nineteenth century to the present, and analyzes the nature of immigration as a purposeful, structured activity, attitudes supporting or hostile to immigration, policies and laws regulating immigration, and the nature of and prospects for assimilation. There have been some dramatic developments since 2011, including the crisis along the southwestern border and the intense conflict over illegal immigration. The population of the United States has diverse sources: territorial acquisition through conquest and colonialism, the slave trade, and voluntary immigration. Many Americans value the memory of immigrant ancestors, and are sentimentally inclined to immigrant strivings. Alongside this sits the perception that immigration destabilizes social order, cultural coherence, job markets, and political alignments. The nearly 250 years of American nationhood has been characterized by both support for openness to immigration and embrace of a cosmopolitan formulation of American identity and for restrictions and assertions of belief in a core Anglo-American national character.

From Enmity to Cooperation: The Second Baldwin Government and the Improvement of Anglo-American Relations, November 1928–June 1929

1992 ◽  
Vol 24 (1) ◽  
pp. 65-88 ◽  
Author(s):  
B. J. C. McKercher
Keyword(s):  
United States ◽  
Interwar Period ◽  
Crucial Role ◽  
Labour Party ◽  
The United States ◽  
Labour Government ◽  
American Policy ◽  
Naval Policy ◽  
Anglo American ◽  
The Government

One of the pervading interpretations of Anglo-American relations in the interwar period is that the advent of James Ramsay MacDonald's Labour government in June 1929 set in train the series of events that ended bitter relations between Britain and the United States, bitterness which had been caused by the naval question. There are several strands to this: first, that the American policy pursued by the Conservative second Baldwin government from November 1924 to June 1929, and especially after the failure of the Coolidge naval conference in the summer of 1927, was bankrupt; second, that MacDonald was more amenable to settling British differences with the Americans than were his Conservative predecessors and, that being so, softened the hardline towards the United States that had marked Conservative foreign and naval policy for more than two years; and, finally, that MacDonald's decision to travel to the United States on what proved to be a very successful visit in the autumn of 1929 to meet Herbert Hoover, the new president, to discuss outstanding issues personally, was a major diplomatic coup. Some of this received version is true. No one can doubt that MacDonald and his Labour ministry played a crucial role in helping to ameliorate the crisis that had been dogging good Anglo-American relations for more than two years before June 1929. The Labour Party constituted the government when the London naval conference of 1930 ended the period of Anglo-American naval rivalry. Moreover, for six months before that conference convened, Labour had conducted effective diplomacy in preparing for its deliberations.

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