Money-capital and company law : a historical analysis

The essential contention of this thesis is that the joint- stock company, as an organisational form of capital, and Company law, as the means of regulating that capital form, can be properly understood only on the basis of an analysis of the distinct forms assumed by capital over time. More specifically, it is suggested that the emergence and development of the share as a distinct property form, in the nature of fictitious money-capital, offers the essential explanatory insight into the historical process which saw the formulation of the doctrines and rules which together constitute the distinct legal corpus Company Law as it is now understood.

In support of this contention the thesis establishes the existence of the share as a particular form of the general category fictitious money-capital. On that basis it proceeds to consider the historical process through which the joint- stock company and Company Law emerged, especially in the course of the nineteenth century, as distinctly money- capital forms.

In respect of this latter aim, particular attention is focussed on the following phenomena: the reconceptualisation of the share during the nineteenth century; the increased importance of the doctrine of Goodwill as existing businesses were converted into public joint-stock companies; the change in the rules relating to dividend payments, reflecting a shift in attention from the rights of creditors to the rights of shareholders; and the development of the doctrine of Ultra Vires, as a means of protecting the integrity of the share as a form of money-capital. Finally it is demonstrated that the contemporary doctrine of separate personality was a product of these various developments, reflecting the money- capitalist nature of typical shareholders, and not, as is usually suggested, the automatic consequence of incorporation.

incorporation.