The Formative Years of the Modern Corporation: The Dutch East India Company VOC, 1602–1623
研究了荷兰东印度公司早期的商业运作和财务政策,发现其有限责任等关键特征并非预先设计,而是在解决财务瓶颈的试验中逐步形成的,法律形式追随经济功能。
With their legal personhood, permanent capital, transferable shares, separation of ownership and management, and limited liability, the Dutch and English colonial trading companies VOC and EIC are considered institutional breakthroughs. We analyze the VOC's business operations and financial policy and show that its novel corporate form owed less to foresight than to piecemeal engineering to remedy design flaws. The crucial feature of managerial limited liability was not, as previously thought, integral to that design, but emerged only after protracted experiments with various solutions to the company's financial bottlenecks. Legal form followed economic function, not the other way around.