A Note on the Use of Incorporation as an Escape from Usury Ceilings
探讨了美国各州对非公司企业贷款设置利率上限、而对公司贷款无限制的二分法，并提供了证据表明该政策促使非公司企业为规避高利贷上限而选择公司化。
THE STRUCTURE of usury statutes varies from state to state. In particular some states have a limit on loan transactions involving unincorporated businesses while having no limit on transactions involving corporations. The purpose/ policy behind this dichotomy stems from the industrial organization argument about relative bargaining strengths in a market. The unincorporated business is purported to involve people unsophisticated in financial transactions who, therefore, need protection. On the other hand, the corporation is large and sophisticated in financial matters and can fend for itself. The historical precedent for this distinction is the I850 case of.JVew York Dry Dock Bank v. American Life Insurance & Trust Co.' In the Dry Dock Bank Case a commercial borrower was able totally to evade repayment on a loan, both principal and interest being excused, because the court found that a 2000 pound discount on a 50,000 pound loan at 6 percent carried its charges past permissible interest rates of 7 per cent. The outcry was so great that the New York legislature created the corporate exemption to its usury statute so that no other commercially sophisticated lender like the Dry Dock Bank might hide behind the usury law to discharge its debts.2 The purpose of this brief paper is to suggest that the effects of the dichotomy may be slightly different from the salutary objectives of the critics of the Dry Dock decision or of the legislators of the corporate exemption. In particular, we present some evidence which suggests that the corporate exemption induced unincorporated firms to incorporate simply to avoid usury limits.