Inglese commerciale - Charted Companies in Company Law. Appunti delle lezioni PDF

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Charted Companies in Company Law. Appunti delle lezioni...

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Chartered

companies were commercial organizations that enjoyed special privileges granted by the state, usually encapsulated in a royal charter. Most were created by merchants in Europe between the 16th and 19th centuries, in England, Scotland, the Dutch Republic, Spain, Portugal, France, and elsewhere. Most chartered companies were formed by investors seeking to exploit commercial opportunities in a particular branch of trade, frequently with a specific part of the world. This latter phenomenon reflected the growth of European commerce with Africa, the Americas, and Asia from the 16th century onward, and many chartered companies specialized in trade and other economic activities in these parts of the world. In many cases, the close relationships between the companies and the states that granted their charters reflected prevailing intellectual notions in the period from the 16th through 18th centuries about the nature of the economic activity and state power. In essence, these postulated that global wealth and resources were finite and that the power of states depended upon their ability to control as much of the world’s trade and resources as possible. These ideas are summarized by the term “mercantilism,” and company charters created in this period were frequently intended to help state acquisition and control over trade and resources at the expense of rival powers. In general, monopolies over particular branches of commerce (such as the English East India Company’s monopoly of trade with India and Asia) were granted, and consequently chartered companies became organs of imperial expansion and control. This feature of chartered companies outlasted the era of mercantilism, with later chartered companies, such as the British South Africa Company of the late 19th century, being created with a specific remit for the promotion of imperial interests. Leading investors and managers of chartered companies acquired considerable political influence with the states that granted the charters. In some instances, this arose because of the importance of the chartered company in supplying loan finance to governments (e.g., the English East India Company in the 17th and early 18th centuries), in others because of the importance of the company in facilitating the extraction of essential resources or revenues from overseas colonies. Thus chartered companies were political and imperial entities as well as commercial organizations.

Origin of CAPITAL COMPANIES in the Elizabethan age (between '500 and' 600) The British and the Dutch, who did not have armies that could send garrisons out, applied a different form of colonialism: it was the merchants who opened routes through trade and had the first contacts with the country in which they arrived. The governor with an army was the last one to colonize a country. The merchants were the ones who opened routes, they began with trade and entered the territory. The fundamental principle of obligations, general principle regarding liability for assumed obligations: each of us is responsible for the obligations assumed with all its assets.

No nobleman or man of the upper class would have embarked and taken the risk alone or with a "company" to open routes due to all the costs and risks that could derive from it because he would have to respond with his entire patrimony. This was convenient to the crown, which had interests in pushing privates to colonize and wanted to push them, so what happened? ... It granted "cards" and these "cards", known as “charters”, were born as privileges (for example, tax exemption) sovereigns would grant to the "companies".

They were "chartered companies", which were born as an anti-competitive tool, while now they are the main vehicle of the market and capitalism. They expanded and acquired power, opening unexpected routes, founding cities, governing them, managing them on behalf of the Crown (Singapore, for example, was founded by the East India Company on behalf of the crown, not surprisingly, it is one of the most driven markets in the east still today). The Charters multiplied and then the financial scandal of the company of the South Seas occurred, which during the trades, began to exchange shares with the sovereign debt of the English state. The English government then creates ad personal law, from this moment only chartered companies can offer shares on the market, effectively restricting the field. A law which then proves to favor non-chartered companies over time because of being less risky for investors. There is still no commercial right... Meanwhile, America was gaining its independence, the first 13 colonies were formed ... Philadelphia convention, American Constitution ... (+ Louisiana, New Mexico, Nevada ...) In America, corporations began to proliferate, through a piece of paper given by parliaments. With this they made you become a corporation. In America, the central state was small and everything was left to private initiative ... During the second half of the 19th-century American capitalism explodes, the States begin to compete ...the first general law on companies, from a concessionary point of view to the right to set up a company if you meet requirements, file the act and register and start. Establishment tax, production taxes ... the state agrees that companies are formed. American company law at the forefront, in particular, Delaware (60% of the most capitalized companies on the NW stock exchange are there). It explodes in the second half of the 19th century. Then companies start operating in other states, they are established in one state but they can also operate in others, then competition between states begins in dictating the most convenient laws to attract those who want to set up corporations.

Initially, they all go to New Jersey which in a few years repays the public debt. Thanks to the "market for the corporation", it manages to abolish property taxes. Modern company law is born. The first huge companies were born in this period, groups were also born. Wilson (Democrat) first governor in the NJ then President, opposed to capitalism, puts limitations. This leads to the creation of companies in another state, small and close, which had copied the NJ: they all go to Delaware. The company law of D is very important. Rule-exception; the rule is what usually happens, the exception rarely happens (the relationship is quantitative, not qualitative) ... The brilliant idea of creating the Legal Person. The Capital Companies are endowed with legal personality and being “persons”, they are liable with their assets (of the company: they are liable for their obligations through the company's assets and not for the individual shareholders ... "only the company with its assets is liable for the social debts ”, Thus respecting the general principle on bonds) and therefore enjoys perfect asset autonomy/separation, unlike partnerships....