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An analysis of the evolution of the incorporation process: A critical examination of the states' role in the development of corporation law
Abstract
This dissertation is an examination of the evolution of the incorporation process in the United States. The analysis focuses on the role of the states in the creation and governance of the corporation. The major theme of the analysis is a critical evaluation of the states' role in maintaining social welfare as a criterion in the development of corporation law. As a means for evaluating the states' role in the development of corporation law, an alternative definition of the corporation is constructed. This definition emphasizes the deliveries of the corporation to the social fabric and the lack of corporation law dealing with the consequences of these deliveries. This critical evaluation of the states is based on a historical analysis of corporation law. The history of the evolution of the incorporation process reveals a significant reversal of policy by the states in regard to the congruence between regulation of the corporation and social need. The first century of corporation law clearly emphasizes a strong concern for the public welfare through the adoption and enforcement of strictly regulated incorporation laws. Incorporation policy during the 1870s brought about a shift in emphasis with the adoption of liberal corporation laws that allowed the incorporators to determine their own terms of incorporation. From the 1870s to the present, the states have relinquished their responsibility as guardian of the public welfare as it relates to the incorporation process. The failure of the states to govern the corporate-societal relationship requires the development of an alternative policy in order to restore congruence to this relationship. The policy proposed in this dissertation is a revised system of federal incorporation. This policy recommends that the federal government be responsible for incorporating private business enterprises. An examination of federal incorporation reveals how this change in policy can be used to restore social legitimacy and accountability to the corporate community.
Subject Area
Economic history|Business costs|Public administration
Recommended Citation
Kannmacher, Timothy James, "An analysis of the evolution of the incorporation process: A critical examination of the states' role in the development of corporation law" (1992). ETD collection for University of Nebraska-Lincoln. AAI9314405.
https://digitalcommons.unl.edu/dissertations/AAI9314405