Ernst Freund as precursor of the rational study of corporate law
分析了恩斯特·弗罗因德1897年著作《公司的法律性质》，指出其最早以理性方式研究公司法，预见了现代实体屏蔽和资本锁定理论，对制度经济学和公司理论有早期贡献。
Abstract The rise of large business corporations in the late 19th century compelled many American observers to admit that the nature of the corporation had yet to be understood. Published in this context, Ernst Freund's little-known The Legal Nature of Corporations (1897) was an original attempt to come to terms with a new legal and economic reality. But it can also be described, to paraphrase Oliver Wendell Holmes, as the earliest example of the rational study of corporate law. The paper shows that Freund had the intuitions of an institutional economist, and engaged in what today would be called comparative institutional analysis. Remarkably, his argument that the corporate form secures property against insider defection and against outsiders anticipated recent work on entity shielding and capital lock-in, and can be read as an early contribution to what today would be called the theory of the firm.