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73-684: National Kinney expanded from parking and building services into real estate development by purchasing the Uris Buildings Corporation , but the timing was bad as the NY real estate market collapsed in the 1973–75 recession and the main Uris Building asset was soon lost to foreclosure. In March 1974, Societe de Gestion Immobiliere et Mobiliere S.A., a French holding company, announced that they were interested to buy National Kinney Corporation from Warner Communications for $ 8 million in cash. However,

146-399: A business degree from Columbia Business School in 1920, and went into partnership in 1925 after Harold graduated with a degree in civil engineering from Cornell . The brothers first focused on residential development, including emergency housing during World War II . They were successful during the 1920s and early 30s building numerous buildings in that time frame, but struggled during

219-483: A separate legal person was mainly administrative, as a unified entity under which the rights and duties of all investors and managers could be channeled. However, there was still no limited liability and company members could still be held responsible for unlimited losses by the company. The next, crucial development, then, was the Limited Liability Act 1855 , passed at the behest of the then Vice President of

292-469: A Citizens' Advisory Committee for the project disavowed it. Architectural Forum said it was "third-rate architecture". Uris ignored the criticism and proceeded with their plans. Mayor Joseph Clark said the building did not conform to the Penn Center plan and insisted that Uris submit the building plans for review by the city Art Commission. The Art Commission had authority over buildings in some parts of

365-400: A charter granted by the government. As explained above, such charters were often enacted as private bills . Today, a corporation is formed, or incorporated , by registering with the state, province, or national government and regulated by the laws enacted by that government. Registration is the main prerequisite to the corporation's assumption of limited liability. The law sometimes requires

438-484: A corporation are typically controlled by individuals appointed by the members. In some cases, this will be a single individual but more commonly corporations are controlled by a committee or by committees. Broadly speaking, there are two kinds of committee structure. In countries with co-determination (such as in Germany ), workers elect a fixed fraction of the corporation's board. Historically, corporations were created by

511-436: A corporation as: a collection of many individuals united into one body, under a special denomination, having perpetual succession under an artificial form, and vested, by the policy of the law, with the capacity of acting, in several respects, as an individual, particularly of taking and granting property, of contracting obligations, and of suing and being sued, of enjoying privileges and immunities in common, and of exercising

584-558: A corporation can be classified as aggregate (the subject of this article) or sole (a legal entity consisting of a single incorporated office occupied by a single natural person ). Registered corporations have legal personality recognized by local authorities and their shares are owned by shareholders whose liability is generally limited to their investment. One of the attractive early advantages business corporations offered to their investors , compared to earlier business entities like sole proprietorships and joint partnerships ,

657-439: A corporation; shareholders instead elect or appoint a board of directors to control the corporation in a fiduciary capacity. In most circumstances, a shareholder may also serve as a director or officer of a corporation. Countries with co-determination employ the practice of workers of an enterprise having the right to vote for representatives on the board of directors in a company. The word "corporation" derives from corpus ,

730-424: A distinct name. Historically, some corporations were named after the members of their boards of directors: for example, the " President and Fellows of Harvard College " is the name of one of the two governing boards of Harvard University , but it is also the exact name under which Harvard was legally incorporated. Nowadays, corporations in most jurisdictions have a distinct name that does not need to make reference to

803-564: A group of investors. In 1983, National Kinney subsequently renamed itself to Andal Corporation and sold its remaining majority interest in Kinney System parking. In 1997, Kinney System was acquired by Central Parking Corporation . Andal invested in the declining Steve's Ice Cream and merged in Swensen's before selling them off and unwinding its last operating subsidiary in 2010. Uris Buildings Corporation Uris Buildings Corporation

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876-588: A joint venture with Johnny Carson , planning to rename it after the star. However, Carson's wife Joanna gossiped about the deal, and subsequent trading in National Kinney stock led to insider trading charges against third parties by the SEC and the disgorgement of profits. In 1982, National Kinney sold its National States Electric division to an undisclosed buyer, and then agreed to sell its parking subsidiary, Kinney System Inc., to that division's chairman Daniel Katz and

949-399: A monarch or passed by a parliament or legislature). Most jurisdictions now allow the creation of new corporations through registration . Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered based on two aspects: whether they can issue stock , or whether they are formed to make a profit . Depending on the number of owners,

1022-523: A partnership arose. Early guilds and livery companies were also often involved in the regulation of competition between traders. Dutch and English chartered companies, such as the Dutch East India Company (also known by its Dutch initials: VOC) and the Hudson's Bay Company , were created to lead the colonial ventures of European nations in the 17th century. Acting under a charter sanctioned by

1095-546: A partnership or some other form of collective ownership (in the United States it can be used by a sole proprietorship but this is not generally the case elsewhere). Despite not being human beings, corporations have been ruled legal persons in a few countries, and have many of the same rights as natural persons do. For example, a corporation can own property, and can sue or be sued for as long as it exists. Corporations can exercise human rights against real individuals and

1168-470: A private act to allow an individual to represent the whole in legal proceedings, this was a narrow and necessarily costly expedient, allowed only to established companies. Then, in 1843, William Gladstone became the chairman of a Parliamentary Committee on Joint Stock Companies, which led to the Joint Stock Companies Act 1844 , regarded as the first modern piece of company law. The Act created

1241-633: A profound effect on shaping the Park Avenue skyline above 45th Street". Under Park Avenue in New York City, north of 45th Street, is the Park Avenue Tunnel which carried the New York Central and New York, New Haven, & Hartford tracks through Manhattan to Grand Central Terminal . Buildings on Park Avenue near the terminal, in an area known as Terminal City , were successfully built over

1314-466: A proliferation of laws allowing for the creation of corporations by registration across the world, which helped to drive economic booms in many countries before and after World War I. Another major post World War I shift was toward the development of conglomerates , in which large corporations purchased smaller corporations to expand their industrial base. Starting in the 1980s, many countries with large state-owned corporations moved toward privatization ,

1387-451: A public company. The offering of stock provide the financial capital for even larger projects. From 1945 to 1971, Uris Buildings and its predecessor build over 13,000,000 sq ft (1,200,000 m ) of office space in Manhattan . By 1969, it was the largest publicly owned investment builder, with the brothers retaining 60% ownership. Percy handled most financial aspects of

1460-958: A variety of political rights, more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation or at any subsequent period of its existence. Due to the late 18th century abandonment of mercantilist economic theory and the rise of classical liberalism and laissez-faire economic theory due to a revolution in economics led by Adam Smith and other economists, corporations transitioned from being government or guild affiliated entities to being public and private economic entities free of governmental directions. Smith wrote in his 1776 work The Wealth of Nations that mass corporate activity could not match private entrepreneurship, because people in charge of others' money would not exercise as much care as they would with their own. The British Bubble Act 1720s prohibition on establishing companies remained in force until its repeal in 1825. By this point,

1533-441: Is an accepted version of this page A corporation is an organization —usually a group of people or a company —authorized by the state to act as a single entity (a legal entity recognized by private and public law as "born out of statute"; a legal person in a legal context) and recognized as such in law for certain purposes. Early incorporated entities were established by charter (i.e., by an ad hoc act granted by

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1606-473: Is authorized to issue, and the names and addresses of directors. Once the articles are approved, the corporation's directors meet to create bylaws that govern the internal functions of the corporation, such as meeting procedures and officer positions. In theory, a corporation cannot own its own stock. An exception is treasury stock , where the company essentially buys back stock from its shareholders, which reduces its outstanding shares. This essentially becomes

1679-447: Is limited: one can only collect from whatever assets the entity still controls when one obtains a judgment against it. Corporate names are supposed to be unique to the jurisdiction in which the corporation is registered. Governments will not allow another corporation or any other kind of legal entity to register a name that is too similar to the name of an existing corporation. However, since "different states may register entities with

1752-407: Is usually required to register with other governments as a foreign corporation and must formally appoint a registered agent to accept service of process within such other jurisdictions. A foreign corporation is almost always subject to the laws of its host state pertaining to external affairs such as employment , crimes , contracts , civil actions , and the like. Corporations generally have

1825-606: The Great Depression . They resumed apartment construction in 1937 with 2 Sutton Place and 930 Fifth Avenue in 1939. Few other prominent New York City builders of the 1920s boom were still active after the war. They stopped building apartments in 1950, pulling out due to dissatisfaction with rent controls that were imposed during war but never discontinued. After that, they concentrated on commercial real estate development projects. They owned their developments personally until they incorporated in 1960 forming Uris Buildings,

1898-698: The Industrial Revolution had gathered pace, pressing for legal change to facilitate business activity. The repeal was the beginning of a gradual lifting on restrictions, though business ventures (such as those chronicled by Charles Dickens in Martin Chuzzlewit ) under primitive companies legislation were often scams. Without cohesive regulation, proverbial operations like the "Anglo-Bengalee Disinterested Loan and Life Assurance Company" were undercapitalized ventures promising no hope of success except for richly paid promoters. The process of incorporation

1971-604: The Latin word for body, or a "body of people". By the time of Justinian (reigned 527–565), Roman law recognized a range of corporate entities under the names Universitas , corpus or collegium . Following the passage of the Lex Julia during the reign of Julius Caesar as Consul and Dictator of the Roman Republic (49–44 BC), and their reaffirmation during the reign of Caesar Augustus as Princeps senatus and Imperator of

2044-452: The Registrar of Joint Stock Companies , empowered to register companies by a two-stage process. The first, provisional, stage cost £5 and did not confer corporate status, which arose after completing the second stage for another £5. For the first time in history, it was possible for ordinary people through a simple registration procedure to incorporate. The advantage of establishing a company as

2117-829: The Roman Army (27 BC–14 AD), collegia required the approval of the Roman Senate or the Emperor in order to be authorized as legal bodies . These included the state itself (the Populus Romanus ), municipalities, and such private associations as sponsors of a religious cult , burial clubs , political groups, and guilds of craftsmen or traders. Such bodies commonly had the right to own property and make contracts, to receive gifts and legacies, to sue and be sued, and, in general, to perform legal acts through representatives. Private associations were granted designated privileges and liberties by

2190-700: The War of the Spanish Succession , which gave Great Britain an asiento to trade in the region for thirty years. In fact, the Spanish remained hostile and let only one ship a year enter. Unaware of the problems, investors in Britain, enticed by extravagant promises of profit from company promoters bought thousands of shares. By 1717, the South Sea Company was so wealthy (still having done no real business) that it assumed

2263-551: The public debt of the British government. This accelerated the inflation of the share price further, as did the Bubble Act 1720 , which (possibly with the motive of protecting the South Sea Company from competition) prohibited the establishment of any companies without a royal charter. The share price rose so rapidly that people began buying shares merely in order to sell them at a higher price, which in turn led to higher share prices. This

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2336-643: The Board of Trade, Robert Lowe . This allowed investors to limit their liability in the event of business failure to the amount they invested in the company – shareholders were still liable directly to creditors , but just for the unpaid portion of their shares . (The principle that shareholders are liable to the corporation had been introduced in the Joint Stock Companies Act 1844). The 1855 Act allowed limited liability to companies of more than 25 members (shareholders). Insurance companies were excluded from

2409-683: The Dutch government, the Dutch East India Company defeated Portuguese forces and established itself in the Moluccan Islands in order to profit from the European demand for spices . Investors in the VOC were issued paper certificates as proof of share ownership, and were able to trade their shares on the original Amsterdam Stock Exchange . Shareholders were also explicitly granted limited liability in

2482-674: The English East India Company would come to symbolize the dazzlingly rich potential of the corporation, as well as new methods of business that could be both brutal and exploitative. On 31 December 1600, Queen Elizabeth I granted the company a 15-year monopoly on trade to and from the East Indies and Africa . By 1711, shareholders in the East India Company were earning a return on their investment of almost 150 per cent. Subsequent stock offerings demonstrated just how lucrative

2555-469: The UK, such as fraud and corporate manslaughter . However, corporations are not considered living entities in the way that humans are. Legal scholars and others, such as Joel Bakan , have observed that a business corporation created as a "legal person" has a psychopathic personality because it is required to elevate its own interests above those of others even when this inflicts major risks and grave harms on

2628-527: The act, though it was standard practice for insurance contracts to exclude action against individual members. Limited liability for insurance companies was allowed by the Companies Act 1862 . This prompted the English periodical The Economist to write in 1855 that "never, perhaps, was a change so vehemently and generally demanded, of which the importance was so much overrated." The major error of this judgment

2701-553: The agreement, Uris again claimed the steel was ordered and the design could not be changed. The commission gave up trying to oppose Uris. The New Yorker published a cartoon on March 10, 1962, featuring a collage of scenes from construction sites captioned "Damn the Uris brothers, damn the Tishmans , damn Zeckendorf ..." Uris Brothers developed the following buildings either solely or jointly with others. Corporation This

2774-491: The assets were soon foreclosed in the real estate market collapse of New York's 1973–75 recession . Percy started the business in 1920 with his father Harris H. Uris (c. 1867–1945), a Lithuanian immigrant and former ornamental iron worker. The senior Uris, with his brothers, operated a large iron foundry that produced ornamental iron and included the New York City Subway among its clients. Percy graduated with

2847-527: The building unless forced and recommended changes to make the building more attractive. This building was under authority of the Art Commission due to its location near the scenic Benjamin Franklin Parkway . The Art Commission, who did not want to replicate the architecture of Three Penn Center, reached agreement with Uris that steel would not be ordered until the commission approved the plans. In spite of

2920-542: The business, such as buying and selling property, negotiation of loans, financing, rental pricing, and profit calculation. Management of construction activity was primarily the realm of Harold. Uris frequently used Emery Roth & Sons as architect . Projects outside of New York included the Hilton Hotel in Washington, DC that was built with five stories underground in order to have the desired space while conforming to

2993-416: The city, but not Penn Center. Uris stalled and eventually said the structural steel had already been ordered so no changes were possible. Three years later, while Three Penn Center was under construction, Uris released plans for Two Penn Center, its second building in the project. This building was considered as bad as the first building. The Board of Design realized Uris would not improve the aesthetics of

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3066-591: The company had become. Its first stock offering in 1713–1716 raised £418,000, its second in 1717–1722 raised £1.6 million. A similar chartered company , the South Sea Company , was established in 1711 to trade in the Spanish South American colonies, but met with less success. The South Sea Company's monopoly rights were supposedly backed by the Treaty of Utrecht , signed in 1713 as a settlement following

3139-544: The company's royal charter. In England, the government created corporations under a royal charter or an Act of Parliament with the grant of a monopoly over a specified territory. The best-known example, established in 1600, was the East India Company of London . Queen Elizabeth I granted it the exclusive right to trade with all countries to the east of the Cape of Good Hope . Some corporations at this time would act on

3212-402: The corporate model for this reason (as a trust ). State governments began to adopt more permissive corporate laws from the early 19th century, although these were all restrictive in design, often with the intention of preventing corporations from gaining too much wealth and power. New Jersey was the first state to adopt an "enabling" corporate law, with the goal of attracting more business to

3285-483: The corporate status of the entity (for example, "Incorporated" or "Inc." in the United States) or the limited liability of its members (for example, "Limited", "Ltd.", or "LLC"). These terms vary by jurisdiction and language. In some jurisdictions, they are mandatory, and in others, such as California, they are not. Their use puts everybody on constructive notice that they are dealing with an entity whose liability

3358-408: The corporation is determined by the portion of shares in the company that they own. Thus, a person who owns a quarter of the shares of a joint-stock company owns a quarter of the company, is entitled to a quarter of the profit (or at least a quarter of the profit given to shareholders as dividends) and has a quarter of the votes capable of being cast at general meetings. In another kind of corporation,

3431-632: The corporation is through stock, and owners of stock are referred to as stockholders or shareholders . Corporations not allowed to issue stock are referred to as non-stock corporations ; i.e. those who are considered the owners of a non-stock corporation are persons (or other entities) who have obtained membership in the corporation and are referred to as a member of the corporation. Corporations chartered in regions where they are distinguished by whether they are allowed to be for-profit are referred to as for-profit and not-for-profit corporations, respectively. Shareholders do not typically actively manage

3504-408: The corporation to designate its principal address, as well as a registered agent (a person or company designated to receive legal service of process). It may also be required to designate an agent or other legal representatives of the corporation. Generally, a corporation files articles of incorporation with the government, laying out the general nature of the corporation, the amount of stock it

3577-486: The deal between two companies was terminated on June 22 of that same year. Four years later, on December 28, National Kinney was spun out from Warner Communications as an independent company. The corporation was acquired by Morton Sweig and Paul Milstein , a former president of National Kinney. In 1979, after some protracted negotiations, National Kinney attempted to purchase The Aladdin hotel and casino in Las Vegas in

3650-487: The district's height restrictions. In Philadelphia , Uris built the first modern building in the city's central business district redevelopment known as Penn Center in 1953–1954. The company was reported to be valued at over $ 600 million in 1972. Uris Brothers developments were not architecturally imaginative or sophisticated. The company was focused on creating large profitable spaces at low cost. Famous real estate investor Harry Helmsley credits Uris with "having

3723-509: The emperor. The concept of the corporation was revived in the Middle Ages with the recovery and annotation of Justinian's Corpus Juris Civilis by the glossators and their successors the commentators in the 11th–14th centuries. Particularly important in this respect were the Italian jurists Bartolus de Saxoferrato and Baldus de Ubaldis , the latter of whom connected the corporation to

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3796-422: The equivalent of unissued capital, where it is not classified as an asset on the balance sheet (passive capital). Under the internal affairs doctrine , the law of the jurisdiction in which a corporation is incorporated will govern its internal activities—that is, conflicts between shareholders and managers such as the board of directors and corporate officers. If a corporation operates outside its home state, it

3869-454: The government's behalf, bringing in revenue from its exploits abroad. Subsequently, the company became increasingly integrated with English and later British military and colonial policy, just as most corporations were essentially dependent on the Royal Navy 's ability to control trade routes. Labeled by both contemporaries and historians as "the grandest society of merchants in the universe",

3942-645: The history of companies was the 1897 decision of the House of Lords in Salomon v. Salomon & Co. where the House of Lords confirmed the separate legal personality of the company, and that the liabilities of the company were separate and distinct from those of its owners. In the United States , forming a corporation usually required an act of legislation until the late 19th century. Many private firms, such as Carnegie 's steel company and Rockefeller 's Standard Oil , avoided

4015-643: The landmark 1856 Joint Stock Companies Act . This was subsequently consolidated with a number of other statutes in the Companies Act 1862, which remained in force for the rest of the century, up to and including the time of the decision in Salomon v A Salomon & Co Ltd . The legislation shortly gave way to a railway boom, and from then, the numbers of companies formed soared. In the later nineteenth century, depression took hold, and just as company numbers had boomed, many began to implode and fall into insolvency. Much strong academic, legislative and judicial opinion

4088-425: The legal document which established the corporation or which contains its current rules will determine the requirements for membership in the corporation. What these requirements are depends on the kind of corporation involved. In a worker cooperative , the members are people who work for the cooperative. In a credit union , the members are people who have accounts with the credit union. The day-to-day activities of

4161-520: The lives of any particular member, existing in perpetuity. The alleged oldest commercial corporation in the world, the Stora Kopparberg mining community in Falun , Sweden , obtained a charter from King Magnus Eriksson in 1347. In medieval times , traders would do business through common law constructs, such as partnerships . Whenever people acted together with a view to profit, the law deemed that

4234-417: The members of their boards. In Canada, this possibility is taken to its logical extreme: many smaller Canadian corporations have no names at all, merely numbers based on a registration number (for example, "12345678 Ontario Limited"), which is assigned by the provincial or territorial government where the corporation incorporates. In most countries, corporate names include a term or an abbreviation that denotes

4307-527: The metaphor of the body politic to describe the state . Early entities which carried on business and were the subjects of legal rights included the collegium of ancient Rome and the sreni of the Maurya Empire in ancient India. In medieval Europe, churches became incorporated, as did local governments, such as the City of London Corporation . The point was that the incorporation would survive longer than

4380-411: The public or on other third-parties. Such critics note that the legal mandate of the corporation to focus exclusively on corporate profits and self-interest often victimizes employees, customers, the public at large, and/or the natural resources . The political theorist David Runciman notes that corporate personhood forms a fundamental part of the modern history of the idea of the state , and believes

4453-407: The same names, a corporate name is a unique identifier only when combined with the name of the state of incorporation". This explains why lawyers in legal papers often expressly refer to a corporation's state of incorporation after the first mention of its name. Some jurisdictions do not allow the use of the word " company " alone to denote corporate status, since the word " company " may refer to

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4526-431: The selling of publicly owned (or 'nationalised') services and enterprises to corporations. Deregulation (reducing the regulation of corporate activity) often accompanied privatization as part of a laissez-faire policy. A corporation is, at least in theory, owned and controlled by its members. In a joint-stock company the members are known as shareholders, and each of their shares in the ownership, control, and profits of

4599-500: The state, and they can themselves be responsible for human rights violations. Corporations can be "dissolved" either by statutory operation, the order of the court, or voluntary action on the part of shareholders. Insolvency may result in a form of corporate failure, when creditors force the liquidation and dissolution of the corporation under court order, but it most often results in a restructuring of corporate holdings. Corporations can even be convicted of special criminal offenses in

4672-581: The state, in 1896. In 1899, Delaware followed New Jersey's lead with the enactment of an enabling corporate statute, but Delaware only became the leading corporate state after the enabling provisions of the 1896 New Jersey corporate law were repealed in 1913. The end of the 19th century saw the emergence of holding companies and corporate mergers creating larger corporations with dispersed shareholders. Countries began enacting antitrust laws to prevent anti-competitive practices and corporations were granted more legal rights and protections. The 20th century saw

4745-460: The tracks, which run in a double-deck subterranean steel structure, in the early 20th century. Uris was the first to build in this manner post-war when it was much more challenging due to desire for much higher buildings, and much denser rail traffic which could not be interrupted during construction. In 1955, Uris demolished an apartment building at 300 Park and replaced it with the glass and aluminum sheathed Colgate-Palmolive Building. The building

4818-523: The tracks. In 1953, drawings for the Three Penn Center building, designed by Emery Roth & Sons, were released. The design was viewed critically and called an "unremarkable twenty-story slab". Then Yale School of Architecture professor Louis Kahn said an architectural student would receive a failing grade for such a project. Arthur C. Kaufmann, CEO of Gimbels in Philadelphia and member of

4891-478: Was a New York City commercial real estate development company created by Harold and Percy Uris in 1960 from a predecessor private partnership. They retained 60% ownership in the corporation. One of the last buildings the brothers built together was the Uris Building housing the Uris Theater . Soon after Percy's death in 1971, Harold sold the corporation to National Kinney Corporation for $ 115 million, but

4964-458: Was financially successful because analysis by structural engineer James Ruderman determined that some below-grade structural columns of the old building, which threaded through the track structure to bedrock 50 feet (15 m) down, could be reused significantly reducing cost. The success of the project led Uris to purchase air rights over the tracks at 320 and 350 Park. Other developers soon followed and several more buildings were then built over

5037-550: Was limited liability. Limited liability separates control of a company from ownership and means that a passive shareholder in a corporation will not be personally liable either for contractually agreed obligations of the corporation, or for torts (involuntary harms) committed by the corporation against a third party (acts done by the controllers of the corporation). Where local law distinguishes corporations by their ability to issue stock , corporations allowed to do so are referred to as stock corporations ; one type of investment in

5110-478: Was opposed to the notion that businessmen could escape accountability for their role in the failing businesses. In 1892, Germany introduced the Gesellschaft mit beschränkter Haftung with a separate legal personality and limited liability even if all the shares of the company were held by only one person. This inspired other countries to introduce corporations of this kind. The last significant development in

5183-454: Was possible only through a royal charter or a private act and was limited, owing to Parliament's jealous protection of the privileges and advantages thereby granted. As a result, many businesses came to be operated as unincorporated associations with possibly thousands of members. Any consequent litigation had to be carried out in the joint names of all the members and was almost impossibly cumbersome. Though Parliament would sometimes grant

5256-525: Was recognised by the same magazine more than 70 years later, when it claimed that, "[t]he economic historian of the future... may be inclined to assign to the nameless inventor of the principle of limited liability, as applied to trade corporations, a place of honour with Watt and Stephenson , and other pioneers of the Industrial Revolution. " These two features – a simple registration procedure and limited liability – were subsequently codified into

5329-417: Was the first speculative bubble the country had seen, but by the end of 1720, the bubble had "burst", and the share price sank from £1,000 to under £100. As bankruptcies and recriminations ricocheted through government and high society, the mood against corporations and errant directors was bitter. In the late 18th century, Stewart Kyd , the author of the first treatise on corporate law in English, defined

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