Freedom of contract and company freedom. Corporate governance in Norway, 1890–1930
本文比较德国和美国，分析1910年挪威首部公司法引入机关原则，明确公司独立于股东，由董事会领导，并探讨这对挪威、德国和美国公司治理的影响，包括劳工参与、管理自主和社会责任。
Using a comparative framework emphasising Germany and the USA, this article argues the first Norwegian Corporate Act of 1910 clarified the corporation’s legal independence from its shareholders by introducing the organ principle adapted from German law. From 1910, the corporation was not run on a mandate from the shareholders and the General Assembly, but under the leadership of the Board of Directors. The board acted as the corporation (the organ principle). This somewhat continued Norway’s freedom of contract past, although the organ principle replaced previous internal contracts with power sharing across the corporation’s organs. The corporate entity, to be liable and responsible as well as primed for growth and development, became an individual actor distinct from its shareholders. The article explores the comparative implications this had for corporate governance in Norway, Germany and the USA and argues labour inclusion, managerial autonomy and preparedness for social responsibility were important consequences.