8/18/2023 0 Comments Kingdom of deception emlyI show that from the late Middle Ages to at least the middle of the twentieth century, the basic powers of the corporate form were also available through an underappreciated but enormously important legal device known as the common law trust. I argue that the corporate form was not, as we have often been told, the exclusive historical source of the legal powers that enabled modern business. This Essay challenges a central narrative in the history of Anglo-American business by questioning the importance of the corporate form. This Essay thus lays the groundwork for a new account of the corporate form and its place in the development of modern business. The trust’s success in wielding corporation-like powers suggests that the corporation’s role in legal history was smaller than-or at least different from-the one we have long assigned to it. The trust was widely and very effectively used to hold the property of unincorporated partnerships and associations in England and the United States both long before and long after the passage of general incorporation statutes in the mid-nineteenth century. These powers were also available throughout modern history through a little-studied, but enormously important, device known as the common law trust. The Essay shows that the corporate form was not, as we have long believed, the exclusive historical source of powers such as limited liability, entity shielding, tradable shares, and legal personhood in litigation.
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