Background Note | HBS Case Collection | November 2010

Technical Note: An Abridged History of the American Corporation

by Rakesh Khurana, Andrew David Klaber and Eric Baldwin

Abstract

This note examines the development of the corporate form in the United States from the eighteenth century to the present, focusing primarily on legal issues. It identifies several major trends in the history of the American corporation: the transition of corporations from public institutions created by special acts of state legislatures to private enterprises created under general incorporation statutes; the emergence of managerial (as opposed to shareholder) control in the modern business corporation; and the movement toward a more relaxed regulatory climate in the twentieth century. It also addresses other topics such as the competition among states for corporate chartering business and the resulting dominance of Delaware in corporate law, shifting notions of corporate personhood, and efforts in the early twenty-first century to increase management accountability and corporate responsibility.

Keywords: Accounting; Corporate Accountability; Governing Rules, Regulations, and Reforms; History; Code Law; Managerial Roles; Corporate Social Responsibility and Impact; Private Ownership; United States;

Citation:

Khurana, Rakesh, Andrew David Klaber, and Eric Baldwin. "Technical Note: An Abridged History of the American Corporation." Harvard Business School Background Note 411-069, November 2010.