TY - JOUR
T1 - Pouvoir et propriété dans l'entreprise
T2 - Pour une histoire internationale des sociétés à responsabilité limitée
AU - Guinnane, Timothy W.
AU - Harris, Ron
AU - Lamoreaux, Naomi R.
AU - Rosenthal, Jean Laurent
PY - 2008
Y1 - 2008
N2 - A long tradition in the economics, corporate law, and corporate finance literatures presumes the general superiority of the corporation as a form of business organization. A more recent tradition claims that countries with Anglo-American legal systems afford investors greater protection than countries with civil-law systems. This article challenges both claims. We focus on the introduction of the private limited-liability company (the PLLC) in France, Germany, the United Kingdom, and the United States in the late nineteenth and twentieth centuries. The PLLC combined the advantages of legal personhood and joint stock with flexible internal governance rules. It allowed business people to avoid the threat of untimely dissolution inherent in partnerships without taking on the full danger of minority oppression that came with the corporation. The PLLC was successfully introduced first in Germany, a code country, and last in the US, a common-law country whose courts had effectively killed earlier attempts to enact the form. Using data on the number of firms organized under various enterprise forms, we show that the PLLC became the form of choice for small- and medium-size enterprises wherever it was introduced, even in countries where incorporation was cheap and easy and the regulatory burden on corporations was light.
AB - A long tradition in the economics, corporate law, and corporate finance literatures presumes the general superiority of the corporation as a form of business organization. A more recent tradition claims that countries with Anglo-American legal systems afford investors greater protection than countries with civil-law systems. This article challenges both claims. We focus on the introduction of the private limited-liability company (the PLLC) in France, Germany, the United Kingdom, and the United States in the late nineteenth and twentieth centuries. The PLLC combined the advantages of legal personhood and joint stock with flexible internal governance rules. It allowed business people to avoid the threat of untimely dissolution inherent in partnerships without taking on the full danger of minority oppression that came with the corporation. The PLLC was successfully introduced first in Germany, a code country, and last in the US, a common-law country whose courts had effectively killed earlier attempts to enact the form. Using data on the number of firms organized under various enterprise forms, we show that the PLLC became the form of choice for small- and medium-size enterprises wherever it was introduced, even in countries where incorporation was cheap and easy and the regulatory burden on corporations was light.
UR - http://www.scopus.com/inward/record.url?scp=63449129754&partnerID=8YFLogxK
U2 - 10.1017/s039526490002388x
DO - 10.1017/s039526490002388x
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AN - SCOPUS:63449129754
SN - 0395-2649
VL - 63
SP - 73-108+II+III
JO - Annales
JF - Annales
IS - 1
ER -