William E. Rappard · 1908
Rappard’s published doctoral dissertation combines economic history and comparative law to explain the development of business corporations in Massachusetts and the movement toward the liberal legislation of 1903. Its principal subjects are private industrial and commercial corporations. The historical reconstruction, comparison of legal regimes, and concluding assessment connect corporate organization with the changing needs of production, investment, and public protection.
The historical argument distinguishes economic expansion from its legal conditions. The disruption of maritime commerce during the War of 1812 encouraged manufacturing and the concentration of capital:
La guerre avec l'Angleterre qui éclata en 1812, en ruinant le commerce maritime, avait prodigieusement, même dangereusement stimulé l'industrie aux États-Unis. En 1813 il se fonda trente-cinq corporations d'affaires au Massachusetts ; en 1814 trente-huit (2).
English translation: The war with England that broke out in 1812, by ruining maritime commerce, had enormously, even dangerously stimulated industry in the United States. In 1813 thirty-five business corporations were founded in Massachusetts; in 1814 thirty-eight (2).
The qualification “dangerously” matters: corporate growth is not presented as an uncomplicated measure of prosperity. Economic disturbances could accelerate incorporation, while subsequent crises could produce restrictive legislation without establishing that corporate law had caused the underlying instability. Rappard thus treats incorporation figures as evidence requiring interpretation, not as a direct index of legislative success.
The acceptance of limited shareholder liability in 1829 and general incorporation in 1851 altered the institutional conditions of investment. The latter replaced dependence on individual legislative grants with a procedure available to applicants meeting general requirements. Rappard describes its operation through the legal conception of incorporation as a contract:
Ce contrat, sous le régime de la loi de 1851, se concluait au Massachusetts par la transcription sur un registre spécial d'un certificat remis au secrétaire d'Etat.
English translation: Under the law of 1851, this contract was concluded in Massachusetts by entering in a special register a certificate submitted to the secretary of state.
Registration made corporate formation more regular and accessible while preserving a legally defined relationship with the state. This procedural change helps explain why the dissertation assigns general incorporation such importance: legislation did not create industrial demand, but it changed how entrepreneurs could organize capital in response to it.
The widening geographical reach of corporate activity further complicated state authority:
Les corporations furent notamment autorisées à exercer leur activité hors des frontières de l'Etat.
English translation: Corporations were notably authorized to conduct their activities beyond the boundaries of the state.
The separation between a corporation’s legal home and its operating territory becomes central to the later analysis. After 1870, Massachusetts’s capital requirements and administrative supervision faced competition from more permissive jurisdictions. Businesses could obtain charters elsewhere while operating locally, so domestic incorporation statistics increasingly reflected jurisdictional choice as well as economic development. The 1903 settlement relaxed requirements while retaining disclosure, seeking to reverse this corporate exodus.
The comparative discussion follows corporations through formation, governance, capitalization, shareholder relations, liability, dissolution, merger, and foreign operations. Differences between American incorporation-based nationality and European approaches grounded in domicile reveal contrasting ways of locating corporate authority. More fundamentally, Rappard asks how each regime distributes protection among the enterprise, shareholders, and creditors. Flexibility advantageous to the corporation may expose investors and creditors to greater risks; formal administrative compliance does not itself establish the truth of disclosed information.
The conclusions therefore combine support for corporate enterprise with criticism of its social and institutional dangers. Corporations mobilize savings and enable large-scale production, but also concentrate power and separate ownership from entrepreneurial responsibility. General incorporation remains desirable, yet the scale of an enterprise can justify differentiated obligations and give a formally private undertaking a quasi-public significance.
Rappard’s practical emphasis falls on informed self-protection through truthful, intelligible, accessible disclosure and effective punishment of deception. His broader argument links investor protection to competition among legal jurisdictions: state-level reforms remain vulnerable when incorporation revenues reward permissiveness. Federal unification appears as a possible remedy, although constitutional obstacles make its realization uncertain. The dissertation’s distinctive contribution is to show that corporate law must be evaluated simultaneously as an economic institution, a distribution of risks, and a product of competing public authorities.
This work was divided into 39 sections when it entered the library's research corpus—an apparatus for search and citation, not necessarily the author's own table of contents. Each title opens its summary.
Put a question to this work; the Librarian answers from its 39 sections and cites the passage.
Ask the Librarian