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Published by EH.Net (July 2024).

Carlo Taviani. The Making of the Modern Corporation: The Casa di San Giorgio and Its Legacy (1446-1720). London and New York: Routledge, 2022. xv + 247 pp. $170 (cloth), ISBN: 978-1032198927.

Reviewed for EH.Net by Timothy Guinnane, Yale University.

 

Who first flew a heavier-than air craft? Most readers would likely credit Wilbur and Orville Wright for their 1903 flights. Others, however, might insist the honor properly goes to the Brazilian Alberto Santos-Dumont for his flights in France in 1906. The different views turn largely on the definition of a “flight.” The Wright Brothers took off from a fixed track; Santos-Dumont’s craft had wheels. Other differences between the two airplanes (and those of others) provide fodder for debates that persist. Few people in the U.S. have heard of Santos-Dumont, but he is a national hero in Brazil. The story illustrates something more than nationalism. Some “firsts” seem unambiguous. We mostly agree that Neil Armstrong was the first human to step on the moon because we have universal definitions of “human,” “step,” and “moon.” Many questions about “firsts” in economic history resemble the airplane example more than the moon example. If we want to know “what was the first corporation,” for example, we need a definition of the corporation.

Carlo Taviani’s stimulating study of the Casa di San Giorgio provides both an overview of this Genoan institution and a carefully argued account of its role as a model for later business organizations. The Commune (later Republic) of Genoa first created the Casa di San Giorgi in 1407 to consolidate and manage its public debt. Until its dissolution in 1805, the Casa usually operated as a bank, and, for a period, also functioned as a territorial ruler. Taviani never claims something is unique when it is not, but the Casa di San Giorgi was distinctive. Italian polities other than Genoa had territorial holdings overseas and created bank-like institutions to manage public debt. Unlike similar medieval and early modern analogues, however, the Casa had powers separate from the Commune’s. Sometimes it acquired new overseas holdings at the Commune’s behest, and other times it did so independently. The Casa di San Giorgio had enough corporation-like features to make it a candidate for a role model for later uses of this form.

We care about the corporation’s origins because a long tradition in economic and business history holds this institution central to economic growth in the early-modern and modern periods. The famous chartered corporations (such as the two East India Companies – more below), the argument goes, could develop globe-straddling trade networks where other organizational forms could not. Alfred Chandler (1977) thought the corporate form critical to taking advantage of new nineteenth-century technologies that rewarded scale (railroads, steel, etc.) as well as to controlling and managing enterprises that took advantage of “economies of scope.” Timur Kuran (2012) offers a negative version of that argument, holding that Islamic law’s dislike of the corporate form held back economic development in the Muslim world.

What is a corporation? Most define the public corporation as a business organization that has “legal personality, permanent capital, limited liability for shareholders, transferable shares, and delegated management” (Le Bris, et al., 2023, p. 1). The standard definition is both too narrow and too broad. Corporations did not always have limited liability; for example, as recently as 1930, California corporations required unlimited liability of shareholders (Weinstein 2005). The standard definition of the public corporation also raises questions about the boundary with a related organizational form, the Private Limited-Liability Company (PLLC) introduced in many wealthy countries in the late nineteenth and early twentieth centuries (Guinnane, et al., 2007). The standard definition cited above also fits the PLLC, but those organizational forms are not public corporations.

Corporations per se long predate the business form: medieval universities and other entities had many features of the corporation. Ron Harris (2020) has recently argued, however, that the two East India Companies count as the pioneering business corporations. The English (later British) East India Company (EIC) lasted from 1600 to 1874. Dutch entrepreneurs organized its counterpart (Vereenigde Oostindische Compagnie or VOC) in 1602. The VOC lasted until 1800. In Harris’s account, Dutch and English traders had relied on other enterprise forms (mostly partnerships) throughout the sixteenth century but came to understand the limits of those organizational forms. At the end of every trading voyage, the partnership paid off creditors and investors. The same people might organize something similar for a next voyage, but that was not assured, and in any case, a new partnership required negotiation of new terms. The form frustrated long-term fixed investments in trade infrastructure in the places the English and Dutch sought to trade. Incorporation allowed the enterprise to overcome this dissolution problem: the corporations have “locked-in capital” and a life that does not coincide with any particular owner’s. Recent research stresses that neither the EIC nor the VOC began life with all the traits of the modern corporation; in their early years they acted more like partnerships (Dari-Mattiacci, et al., 2017).

A different perspective on the EIC and VOC makes them seem more like the Casa di San Giorgio. Older views follow Adam Smith in seeing the EIC’s territorial ambitions as peripheral to its nature. More recently, historians of these trading companies argue that their state-like features were central both to the colonial project overall and to the development of these companies in particular (Stern 2011).

Where did the idea of the corporation come from? There are at least two logical possibilities. One is that the EIC and VOC’s founders figured it out for themselves: the corporation was “invented” once in the early 17th century. Harris adopts a nuanced version of this argument: the EIC and VOC they reflect lessons drawn from organizations already in use at the time, but which were in fact new forms. Another possibility holds that the EIC and VOC reflected adaptations of earlier corporate forms. That is, the corporation was “invented” several times in several places, and the EIC and VOC leaned on knowledge of those earlier inventions. Le Bris, et al. take this view; they stress as models an organization that owned mills in late medieval Toulouse. Harris (p. 267) thinks these entities lacked crucial features of the modern corporation.

Taviani documents that the Casa di San Giorgi was well known to figures central to creating the EIC and the VOC. They might not have copied the earlier invention, but they definitely knew about it. How did northern Europeans know, at the end of the 16th century, about an institution in a single Italian city-state? The German historical school of the nineteenth century asked whether the Casa was in fact the model for the first corporations; their ultimate answer was a complex, qualified “no.” Taviani discusses their analysis at length, but stresses channels the Germans did not credit. Machiavelli’s Florentine Histories, which was widely read in northern Europe at the time, has a brief but thoughtful description of the Casa. Taviani demonstrates that the specific passages pertaining to Genoa were taken to heart.

Taviani does not aim to prove that the Casa di San Giorgi was the first corporation, nor that it was not. His heart lies in making us think about the question: “I am not interested in claiming that San Giorgio is the origin of the business corporations; rather, I wish to clarify a pair of questions. Does it make sense to believe that the business corporation as an institution had a specific origin? How much does the answer to this question depend on our perspective?” (p. x) This work also makes a great case for a broader point. Taviani’s research method stresses close reading of texts, both archival and published. What seems like a purely intellectual history can contribute greatly to our understanding of historical economic development. This approach has lamentably disappeared from most economic historians’ toolkits. Taviani shows it should be brought back.

References

Chandler, Alfred D., Jr. The Visible Hand: The Managerial Revolution in American Business. Cambridge: Harvard University Press, 1977.

Dari-Mattiacci, Giuseppe; Oscar Gelderblom; Joost Jonker; and Enrico C. Perotti. “The Emergence of the Corporate Form.” The Journal of Law, Economics, and Organization 33, no. 2 (2017): 193-236.

Guinnane, Timothy; Ron Harris; Naomi R. Lamoreaux; and Jean-Laurent Rosenthal. “Putting the Corporation in its Place.” Enterprise & Society 8, no. 3 (2007): 687-729.

Harris, Ron. Going the Distance: Eurasian Trade and the Rise of the Business Corporation: 1400-1700. Princeton: Princeton University Press, 2020.

Kuran, Timur. The Long Divergence: How Islamic Law Held Back the Middle East. Princeton: Princeton University Press, 2012.

Le Bris, David; William N. Goetzmann; and Sébastien Pouget. “Convergent Evolution Toward the Joint-Stock Company.” National Bureau of Economic Research Working Paper No. w31821, 2023.

Machiavelli, Niccolo. Florentine HistoriesNewly Translated Edition. Translated by Laura F. Banfield & Harvey C. Mansfield Jr. Princeton: Princeton University Press, 1990.

Stern, Philip. The Company and the State: Corporate Sovereignty and the Early Modern Foundations of the British Empire in India. New York: Oxford University Press, 2011.

Weinstein, Mark I. “Limited Liability in California 1928-31: It’s the Lawyers.” American Law and Economics Review 7, no. 2 (2005): 439–83.

 

Timothy W. Guinnane is the Philip Golden Bartlett Professor of Economic History, Emeritus, Department of Economics, Yale University. Recent work includes “We Do Not Know the Population of Every Country in the World for the Past Two Thousand Years” (Journal of Economic History, 2023); “Persistence and Historical Evidence: The Example of the Rise of the Nazi Party” (with Philip Hoffman; SSRN Working Paper, 2024), and “Creating a New Legal Form: The GmbH” (Business History Review, 2021).

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