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Abatino, Dari-Mattiacci, & Perotti on Depersonalization of Business in Ancient Rome

By Lawrence Solum

Barbara Abatino, Giuseppe Dari-Mattiacci and Enrico C. Perotti (University of Amsterdam - Amsterdam Center for Law and Economics (ACLE) and University of Amsterdam - Finance Group) have posted Early Elements of the Corporate Form: Depersonalization of Business in Ancient Rome on SSRN.  Here is the abstract:

A crucial step in economic development is the depersonalization of business, which enables an enterprise to operate as a separate entity from its owners and managers. Until the emergence of a de iure depersonalization of business in the 19th century, business activities were eminently personal, with managing partners bearing unlimited liability. Roman law even restricted agency. Yet, the Roman legal system did develop a form of de facto depersonalized business entity, which, although in a radically different way, exhibited all the distinctive features of modern corporations (continuity, direct agency, limited liability, and entity shielding). Business was depersonalized by making the fulcrum of the company a nonperson: the slave. Paradoxically, limited liability was achieved by extending the liability of the master to include assets managed by the slave (the peculium), in contrast with an earlier principle that the slave owner was not responsible for transactions by his slave. On the question why de iure depersonalization emerged only over a thousand years after the Roman experience, we discuss three hypotheses: (i) a cultural hypothesis, (ii) a technological hypothesis and (iii) a biased-evolution-of-remedies hypothesis.

Full post as published by Legal Theory Blog on December 29, 2009 (boomark / email).