Abbreviations
· ACG Archivio del Comune di Genova
· ADDG Archivio Durazzo Giustiniani, Genova
· AD Archivio Durazzo Pallavicini
· ASF Archivio di Stato di Firenze
· MAP Mediceo Avanti il Principato
· ASG Archivio di Stato di Genova
· AS Archivio Segreto
· NA Notai Antichi
· ASL Archivio di Stato di Lucca
· ASM Archivio di Stato di Milano
· ASMo Archivio di Stato di Modena
· BAV Biblioteca Apostolica Vaticana
· BCB Biblioteca Civica Berio
· BNF Bibliotheque Nationale de France
· MS Manuscript
· NADH National Archives, Den Haag
· SP State Papers
· TNA The National Archive, Kew (UK)
· c. carta
· fol. folio/folios
Carlo Taviani
1. The German Historical School of Law (Nineteenth–Twentieth Centuries)
Toward the end of the nineteenth century, a number of German experts in the history of law sought the origins of business corporations.1 Interested in legal history and finance, they primarily studied institutions and their functions. Like many scholars today, they considered the Dutch East India Company (VOC, 1602) and the English East India Company (EIC, 1600) to be the first corporations. These two companies established their mercantile fortunes by trading across extensive territories in Asia and progressively developing specific financial characteristics. In the history of corporations, the VOC—despite being two years younger than the EIC—is nowadays considered the more important corporation and the first, because it acquired the features that today define the corporate form earlier than did the EIC. Over time, in addition to managing their business, the EIC, the VOC, and other corporations acquired broad territories overseas that they governed directly. These corporations included the Hudson’s Bay Company in North America (later Canada) (1670), the British South Africa Company (BSAC, 1823) in then-Rhodesia, the Virginia Company (1606), and the Massachusetts Bay Company (1629) in North America (later the United States). One of the earliest such companies was the Welser Company, which acquired lands in Venezuela as early as 1528.2 However, territorial control is no longer a feature of contemporary corporations, and it has never been considered one of the features of their legal form.
The German scholars of the nineteenth century went in search of the antecedents of the EIC and VOC. As with many other scholars at that time, they studied medieval Italian history.3 They identified an important precursor to the joint stock companies in the Casa di San Giorgio (1407–1805) of Genoa.4 San Giorgio managed the debts of the Commune of Genoa from the first years of the fifteenth century and was composed of all the Commune’s Genoese creditors. It acquired the right to levy taxes in all areas under the Commune’s control, with the revenue received serving as the basis for the payment of the Commune’s debts. Over time, San Giorgio became Genoa’s main deposit bank. In the middle of the fifteenth century and for a century afterward, it acquired and controlled many territories that had previously been the property of the Commune and under its control. When the German scholars compared San Giorgio to the VOC and the EIC, however, they did so only on the basis of financial features such as limited liability, management of capital, tradability of shares, and management of dividends. They did not consider the fact that San Giorgio, like the EIC and the VOC, controlled territory.
German scholars used the works by the Italians Carlo Cuneo and Antonio Lobero as sources, but it is likely that the comparison between the seventeenth-century corporations and San Giorgio did not come directly from these sources.5 Carlo Cuneo noted a link between San Giorgio and the EIC, but it was a territorial link, not a financial once. He wrote, “The companies of India, and the English one in particular, took their example in part from the transfer to S. Giorgio by the Republic of its establishments of the Levant and Corsica.”6 The German scholars of the history of law, however, were focused on financial questions and did not quote this passage from Cuneo. Heinrich Fick, Levin Goldschmidt, Karl Lehmann, Otto Gierke, and Heinrich Sieveking published their research between the 1860s and the early 1900s. Fick located the first antecedent of the corporations in the Bank of San Giorgio, and Gierke agreed.7 Goldschmidt, however, went further back to the maona (pl. maone; in current scholarship also mahona, pl. mahone)—associations of Genoese merchants that in the twelfth and thirteenth centuries acquired territorial power in certain colonies. According to Goldschmidt, the maone were “undoubtedly colonial joint stock companies.”8 Lehmann disagreed with this hypothesis.9 The influence of these German scholars on subsequent studies was profound. The thesis that the maone were the antecedents of the corporations was also suggested by Roberto Cessi. He differentiated between societas (society) and partnership. If the maona was a societas, then according to Cessi it could have been the model for the joint stock companies (It. società per azioni). However, since it was a partnership, he concluded that the maona was not a joint stock company.10 Even though quite anachronistic, this distinction—between societas and partnership—led Cessi to grasp something that others did not notice. He realized that the maona and the compera (a set of credits used in Genoa) were two distinctive institutions, even if, as we will see, they often acted together.
Like his colleagues, Karl Lehmann saw similarities between San Giorgio and the later corporations, but he focused on its system of shares. He noticed that from 1419 on, San Giorgio paid the holders of shares of debt not a fixed annual quota, as was done previously (i.e., a rate of interest based on borrowed capital), but an amount that varied according to the fluctuating income derived from the tax farms. He recognized this operation as the depositing of a dividend, a sum of money dependent on earnings, something he also saw in the corporations that came later.11
Among the German scholars of the late nineteenth century, Heinrich Sieveking, a student of Max Weber, studied the Casa di San Giorgio the most closely. In 1895 Sieveking managed to convince Weber, newly appointed chair of political economy at Freiburg, to supervise his habilitation thesis on the Casa di San Giorgio.12 Sieveking proposed to do research in the Genoese archives to clarify whether San Giorgio had been a joint stock company. After careful study, he rejected the possibility that the maone could be considered joint stock companies. Along with the considerations of other scholars (Lehmann and others), who had noted the variability of interest rates on shares of debt—rates that could be considered as variable dividends of company shares—Sieveking underlined that these shares of public debt (loca) were variable and subject to speculation. Despite the similarities between San Giorgio and later corporations, Sieveking still thought that there were substantial differences between the two. Unlike the VOC and EIC, the shares of debt controlled by San Giorgio were not acquired in the service of a project of economic expansion, but by means of forced loans. Moreover, San Giorgio did not trade, and shares of debt were different from shares in a company. Finally, San Giorgio was less successful than the joint stock companies were. In Sieveking’s final analysis, “[San Giorgio] did not exert a great influence directly on the development of corporations, the Dutch company signaling the point of departure for corporations.”13 He thus refuted the idea that San Giorgio could be seen as a joint stock company.
In the 1940s, the debate continued with the influential work of Clive M. Schmitthoff, a German Jewish refugee living in the U.K. He addressed the question in a new way, seeking to avoid the issue of what constituted the first joint stock companies and what their origins were. In The Origin of the Joint Stock Company, Schmitthoff concludes by stating that the vision of San Giorgio as the antecedent of the joint stock companies was a myth, a conclusion made ex post facto based on the fact that historians were “naturally” driven to seek out direct causes for known events:
In other words, the thesis of the receptionists that the St. George’s Bank was the mother of the joint-stock principle in Europe is neither in conformance with the structural aspect, nor is it supported by the historical development in northern Italy. It is a post factum conclusion, nothing else but a myth, which owes its existence to the fact that the historian is apt to imply unconsciously a logic in his matter which has its basis more in the human tendency to detect causes than in the actual trend of events.14
According to Schmitthoff, the links between San Giorgio and the later corporations were not verifiable, as no direct connection between the distinct and different institutions could be established. The most interesting part of his analysis is the idea that the receptionists’ hypothesis was a “post factum conclusion,” that is, anachronistic. His German colleagues maintained that the first corporations were the EIC and the VOC because they possessed the legal features the scholars considered peculiar to the corporate form. They then asked if San Giorgio—an institution created nearly two hundred years before the VOC and the EIC, in 1407—had the same characteristics as the seventeenth-century corporations. In so doing, they projected onto the medieval past an institutional typology from the early modern period. Since San Giorgio was not completely similar to the EIC and the VOC, they maintained that it was not a corporation. Furthermore, by inflexibly concentrating on the economic features of the seventeenth-century corporations, this approach did not consider the territorial and structural similarities between the institutions, thus failing to appreciate all the historical linkages.
As Schmitthoff pointed out, the orientation of the German scholars of the late nineteenth century, as seen in their research on the origins of institutions, was loaded with anachronisms. And still today, even with our different cultural habits, we can see similar issues in several works seeking to define the origins of corporations.15 It seems that the tendency toward anachronism comes from the use of models that are very well delineated and elaborated from contemporary cases. These definitions are often formalized with abstract terminology and theoretical features, and when historians use specific concepts that have a specific context and history, these vague abstractions don’t stand up. Schmitthoff’s research also had a positive approach, but it was weak. He dismissed the medieval Italian institutions as possible origins of business corporations and suggested focusing instead on English institutions. However, he had not conducted any specific research on them and quoted only a few sources, often imprecisely.16 Further, he failed to consider the possibility of exchanges between the Mediterranean and England. The material he provided was even weaker than that provided by the German scholars of the Historische Rechtsschule, the German Historical School of Law. Emphasizing the link between the English medieval guilds and the corporation, Schmitthoff maintained that the latter had nothing in common with Roman law, failing to consider that the concept of “corporation” also had a Mediterranean dimension, and he connected guilds to the English regulated company such as the Russian and Levant companies. He explained how the EIC had acquired all the characteristics of the corporation from these companies. Finally, he maintained that the VOC had developed from the EIC, because the Low Countries and England were strongly connected at that time, but neglected to mention that while the VOC was created two years after the EIC, it acquired the main characteristics of the so-called corporations before the EIC did. He failed to consider that if a model existed from the seventeenth century on, it was more likely the VOC than the EIC. Schmitthoff’s proposal that the corporation had English origins was also supported by William Robert Scott.17
Neither Schmitthoff nor other historians in England appear to have attempted to conduct research in the direction indicated by Karl Lehmann, Heinrich Fick, Heinrich Sieveking, and others. English scholars transferred their attention to the English tradition, creating a link between guilds and regulated companies. German scholars of the Historische Rechtsschule, on the other hand, wanted to create a link between the Italian peninsula and northern Europe, but this approach remained unexplored.18 From a theoretical point of view, the transfer of the general concept of business corporation from Germany to England was mediated by Frederic Maitland, while Ernst Freund transplanted it from Germany to the United States.19
For the historiographical research of this book, I have used the research work and papers of past scholarship extensively, including that of German scholars of the Historische Rechtsschule, the correspondence between the famous art historian Aby Warburg (1866–1929) and Heinrich Sieveking, between the Arabic language expert Alfonso Carlo Nallino (1872–1938) and the legal historian Guido Bonolis (d. 1939), the archive of the economic historian Earl Hamilton (1899–1989), and the works of legal expert Hermann Roesler (1858–1931) and those of Alessandro Lattes (1858–1931).
2. Scholarship on the East India Companies
We can distinguish between a more generic literature that emphasizes the links between medieval and Mediterranean colonialism and early modern global colonialism and a more specific set of studies of economic history. I would include the works of Robert Mantran and Charles Verlinden in the first category.20 Within the field of economic history, works focused primarily on the origin of business corporations include those of Raymond De Roover, Niels Steensgaard, and more recently Murat Çizakça. De Roover has pointed out the possible connections between the Genoese merchants and the earliest financers of the Virginia Company.21 Steensgaard—similar to Schmitthoff—has emphasized earlier confusions about the evolution of the business corporation.22 Çizakça has stressed the long evolution of the business corporation, from medieval Islam to the VOC and EIC,23 basing his work on the studies of Abraham Udovitch, who first hypothesized that the commenda partnership, an investment system found in Mediterranean Christian Europe, was based on the eighth-century Islamic mudaraba, which spread from Iraq to Egypt and Tunisia.24 The mudaraba was an agreement between an investor and a merchant, the mudarib, in which the investor was liable only for the amount invested. According to Udovich, and then Çizakça, the mudaraba was transplanted to the northern coast of the Mediterranean and became the commenda, in which a merchant (called the general partner) could give the investor (the limited partner) between one-half and two-thirds of the profit. The commenda was widespread in Genoa and on the Iberian Peninsula from the thirteenth century on.25 Known also as accomandita (in Florence), it was one of the main partnership contracts used in the Mediterranean.
Çizakça hypothesizes that the Islamic mudaraba is connected to the Genoese commenda and to the business corporation, the VOC, insisting particularly on limited liability and the system of account.26 More recently, Ron Harris has convincingly argued that the so-called Dutch pre-companies, which later formed the VOC, were based on commenda contracts.27
The VOC is generally considered the model of the business corporation, because, among the various institutions, it was the first to acquire the characteristics that economists and experts in law today consider the main characteristics of the business corporation: “permanent capital,” “transferable shares,” “separation of ownership and management,” and “limited liability.”28 The VOC also collected higher investments than the EIC did (6.5 million Dutch guilders).
In order to establish links between San Giorgio and the business corporation of the early modern age, I have used the work of Philip Stern on the territorial power of the EIC and that of Oscar Gelderblom, Abe de Jong, and Joost Jonker on the VOC.29
In England, the word “corporation” was used well before the formation of the global commercial companies of the seventeenth century to define political and social bodies.30 William Shepard (d. 1675?), who dedicated his work Of Corporations, Fraternities and Guilds (1659) to the term “corporation,” had little interest in commercial companies and made no reference to the EIC.31 As we have seen, the German scholars of the Historische Rechtsschule who defined the characteristics of the corporation did not include the idea of territorial power, which can be considered an indirect proof that the definition of the business corporation is itself a product of the late nineteenth and early twentieth centuries. At that time, business corporations with territorial dominions no longer existed, and the state was so powerful that nobody conceived of territorial power as a constitutive characteristic of business corporations.
Territorial dominion is at the center of Philip Stern’s work on the EIC. He defines the British company as a business corporation that ruled a territory and calls it a “Company State.” It is due to his work that territorial control is now included among the various characteristics of the business corporation. Once we consider the territorial power of the EIC, the history of the British empire becomes more complex and nuanced, with the EIC as a territorial power competing with the classic view of the British state or empire.
Oscar Gelderblom, Abe de Jong, and Joost Jonker have produced an innovative study of the VOC that maintains that this business corporation acquired its characteristics not at once, but slowly, over 20 years. They center their work not on law, but on the history of economics and financial processes. The VOC acquired several characteristics quite early, including transferable shares and a division between ownership and management. Only in the two decades after its founding, that is, between 1602 and 1623, did it acquire permanent capital and directorial limited liability.32 This study is important not only for the history of the VOC, but more broadly for the formation of the concept of the business corporation itself. Since no other business corporation’s model can compete with that of the VOC, this study offers the potential of critiquing the idea that the business corporation acquired a well-determined structure in the seventeenth century.
The rise of the business corporation, the central bank, and other financial forms in England and the Netherlands in the seventeenth and eighteenth centuries has been advanced as a reason for Western economic hegemony and the basis for the subsequent European divergence. Some scholars have asked why the business corporation was not created elsewhere—for instance, the Islamic world.33 These approaches—and more generally the study of late seventeenth- and early eighteenth-century economic innovations in western Europe in itself—have been challenged in the last few decades by global studies, which has broader perspectives and generates whole new sets of questions.
If the formation of the business corporation is considered as a less monolithic process—as a flow of different processes rather than a single moment generating a single institution, scholars might be more open to seeing links between different areas—for instance, between Islamic finance and European Christian finance. Ultimately, it becomes more plausible to see the history of financial innovation as an ongoing process that crosses various regions and cultures.
Gelderblom, de Jong, and Jonker’s research is useful because it can help position us outside this Eurocentric discussion. Once it has been ascertained that the VOC and its organizational form, the business corporation, did not spring into being fully finished with all its characteristics, the very concept of business corporation is weakened, along with the idea of a supposed Western hegemony in finance. Gelderblom, de Jong, and Jonker have hypothesized that other forms, such as clans, could possibly have replied to the economic issues of that time in areas other than western Europe.34
3. New Institutional Economics and Social Ontology
New Institutional Economics (NIE) is an important field of study with an interdisciplinary approach that focuses on how institutions interact with economic reality. Scholars in this field have considered the concept of “institutions” in various ways: as rules, traditions, practices (Douglass North) and as organizations (Ron Harris). In the following pages—following Ron Harris’s proposal—I use the word “institution” to mean organizations at a specific time and space, and “organizational form” as the general name of a type of organization (e.g., commenda, maona, compere).35 NIE aims to develop analyses that offer a different approach to the classical quantitative approach of economics, analyzing in detail processes and dynamics that led to economic growth.
Within NIE and economic history in general there is an ongoing debate on the role of institutions and institutional migration or institutional transplant—the fact that institutions can be transplanted through time and space, can be replicated, hybridized, and so on. What role did institutions play over time? Should scholars rely on models of institutional migration over time or assume independent evolution of institutions that developed similar characteristics?36 When institutional migration occurs, should scholars consider it an efficient process that fosters economic growth? Scholarship is divided on these questions, and researchers are interested in the possibility that institutions could also have a dysfunctional and conflictive role over time.37
Institutional migration is a very important theme in my book. In the third and fourth parts I look at how San Giorgio’s model was discussed and how several later institutions were historically connected to its model. In Chapter 1, I look at the maona as it manifested in different places over time.
I make no general claim for processes of institutional transplant as opposed to processes of independent evolution; nor do I maintain that institutional migration always fosters economic growth. It is not my intention to measure the functional role of institutional migration; rather, I am interested in the forms and processes through which in the past people discussed earlier institutions and in the hypothesis that at times some characteristics, structures, or functions of older institutions might have been partially replicated. Did this process always produce economic growth? No, but it is undeniable that at times people used older forms of knowledge to create new ones. This happened not only in the field of economics, of course, but in art, literature, science, and so on. The fortunes of San Giorgio offer an opportunity to document this process of discussion and circulation of older models.
In the following paragraphs I present some of the most recent methods used to look at institutional migration and outline how I have applied them to the case study of San Giorgio.
In a recent and foundational book on the origins of the business corporation, Ron Harris has looked at many methods within NIE that can facilitate the study of institutional migration. He identifies three typologies of institutional analyses—static, dynamic, and comparative—that can be used to study organizations (or “institutions,” in his usage) and organizational forms.
These analytic methods have in the past been used to study features and processes such as transaction costs, property rights, limited liability, and path dependency.38 A comparative analysis has productively included the role of the environment.39 Among the features of dynamic analysis, path dependency—the idea that actors may replicate, for historical reasons, institutions even when it may be inconvenient to do so—is particularly useful for understanding how institutions and organizational forms changed over time. As Harris notes, NIE scholars interested in dynamic analysis have rarely focused on trade institutions.40 It is also worth noting that very few scholars have looked at the dynamics of institutional change in the medieval and early modern periods. One of the rare exceptions is Avner Greif, who has focused on norms, beliefs, and behaviors in the making of institutions over time. He has engaged with game theory and applied comparative approaches to trade in the Maghreb and the Italian peninsula.41
Another approach, which has not received much attention, is using dynamic analysis to study the long term. While NIE scholars do not always use quantitative approaches, they often focus on short segments of time and microanalysis. The methodology that can be used to examine institutions and their organizational forms, however, varies not only according to questions and perspectives, but also to the lifetime and geographical magnitude of the institutions themselves, as well as the quantity of available data. If we want to study how medieval and early-modern organizational forms changed over time or where they were transplanted or hybridized, it is helpful to consider that financial and commercial institutions were affected by long-term dynamics. Studies that follow the changes over centuries of a specific organizational form—the commenda or the Genoese maona, for instance—can be quite manageable, whereas when we have to consider the history of a whole set of complex institutions, choosing and applying the right methodology becomes extremely difficult.
In contrast to NIE, several scholars in political science and, more specifically, organizational studies have attempted to find possible connections in the very long term for some complex institutions. Robert Putnam, for instance, has advanced the hypothesis that a long-lasting civic tradition existed on the Italian peninsula from the medieval to modern era, to explain the present-day differences between northern and southern Italy. He has asked whether the civic traditions of social institutions can vary according to the civic and political traditions of the ancient city-states (the communes) of the Middle Ages. In this case, while the questions posed are interesting and important, the data sets are so heterogeneous and the institutions studied so complex that reaching definitive conclusions seems unlikely.42
Ron Harris has reminded us that “the economic and legal theory of institutional and legal migration is still in its infancy.” This comment became more applicable after his book was published (2020), because before that, it would have been more appropriate to say that this theory was embryonic. What was missing was a coherent approach to the study of how people have changed, readapted, reconfigured, hybridized, or absorbed preexisting institutions in new spaces and cultural contexts. To combine NIE with an historical approach for a study of institutional migration, Harris has suggested a series of foundational methodologies: (1) “identifying gradual or abrupt origins”; (2) “morphological similarities”; (3)“abstract or detailed nature of migration”; and (4) “migration of the structure or the function.”43 For instance, when an institution appears abruptly (1), it probably spread from elsewhere; a gradual origin, on the other hand, is more likely to be a local phenomenon. Harris mainly uses clear and simple examples to define these methodologies, looking at techniques—like the history of writing (e.g., writing in Mesopotamia and Egypt), classical practices—like the domestication of plants and animals, and technological inventions—like the compass. He uses the compass to illustrate case 4, the “migration of the structure or the function,” describing how it maintained its structure as it evolved from being used for divination to navigation in China.
These methodologies constitute useful examples and thoughts that can help develop, step by step, a more detailed analysis, but it is worth considering that the dynamics of change affect technology and institutions (and organizations) differently.44 Harris was not specifically addressing economic organizational forms such as the commenda, the compere, the maone, business corporations, and water mills.
The problem here is that scholarship has elaborated many different concepts of institutions. Thus, it seems reasonable that an analysis of institutional migration should be framed according to institutions and organizational forms, case by case. This book deals with several specific organizational forms—marginally with the commenda, more extensively with the compere, the maone, the Casa di San Giorgio, the business corporation, and the public debt. These organizational forms in the region under discussion (principally the Mediterranean and continental Europe) and the period considered (fifteenth to early eighteenth century) were established through agreements, primarily through contracts written in the presence of a notary (the commenda and some maone) or through a written document of an office whose power was granted by political and territorial bodies (compere, some maone, and San Giorgio).
If we consider methodology no. 4, “migration of the structure or the function,” we could ask whether one of these organizational forms was replicated with different functions in different areas or periods. Focusing on the maona in the following chapter, for instance, I present the case of an organizational form that did not always have the same structure, but sometimes had the same function. More broadly, it seems reasonable that future research work ought to address the problem of institutional migration by focusing on specific organizational forms and on specific periods of time, using Harris’s broad paradigms.
In his research on the business corporation, Harris has also looked into the origin of the concept of corporation outside the economic field, focusing on interpretations that see the Catholic Church and the guilds as important examples of corporations separate from political rulers.45 These views have mainly focused on the medieval world from a legal and theological perspective.46 Within the NIE, Douglass North and Barry Weingast have consistently pointed to British history to emphasize the importance of property rights.47 They look at seventeenth- and early eighteenth-century England and the fiscal revolution of the early decades of the seventeenth century and the financial innovations of the following decades that led to the formation of the Bank of England (1694). They center their analysis on property rights and the government commitment required to secure loans.
A sort of dichotomy exists between fields such as the history of political and theological thought, on one hand, and financial or economic history, on the other. The literature on the Catholic Church as a corporation might be used to show the continuity between medieval Mediterranean history and early modern English history. The same can be said for John Agard Pocock’s monumental work of political thought, The Machiavellian Moment, which finds continuity between the medieval Mediterranean, northern Europe, and the early Americas through looking at Machiavelli’s thought (see Chapter 10). My book explores a possible link between finance in the Mediterranean and northern Europe through the circulation of Casa di San Giorgio’s model and its contribution to the discussion—and possibly the formation—of the business corporation as an organizational form.
Among the methodologies and analyses focused on human institutions, Social Ontology is a growing field. As Douglass North, the founder of NIE, has written, “We cannot see, feel, touch, or even measure institutions; they are constructs of the human mind.”48 Institutions and organizations exist only as the shared content of people’s speech acts, but they have a physical impact on human lives and reality in general through their products and actions. In the last few decades, a strong conceptual analysis has developed in the field of Social Ontology. In contrast to NIE, which focuses on institutions in themselves, Social Ontology has analyzed the relationships and interactions established between the various speech acts that produce institutions and organizations. It emphasizes the subjects (actors) and their interactions more than the objects (institutions) that they produce. Social Ontology asks, what we can say objectively about intangible objects like institutions? What does it mean that an institution possesses a particular feature? Do features belong to a model superimposed by an observer, or do they belong to the institution itself? How do people create a common ground of trust that allows institutions to exist?
Johan Searle, who studied with John Austin, explained that people share a view of institutions because they agree to believe in a set of norms and rules and these beliefs create what we call institutions. To study the role of institutions, Searle proposed applying a general formulation that has become influential: X counts as Y in context C.49 An example of this is that a physical object such as piece of paper (X) can count as euro currency (Y) in the context of the European Union. The same formulation can be applied to many other institutions—for instance, a gesture such as raising a hand (X) can count as election (Y) in the context of a board of shareholders (C).
Rather than analyzing the intrinsic characteristics of economic institutions, scholars using this approach consider famous institutions to elaborate an analysis of what people do when they create institutions. The main examples in this area are the analysis of the business corporation (developed by Anthony Lawson) and of financial derivatives (by Achille Varzi).50 The idea of considering institutions as intangible objects produced by people’s minds and their speech acts is not new; in fact it dates from Samuel von Pufendorf (1632–94), who called institutions entia moralia (moral entities), and later from mathematicians and philosophers such as Johannes Thomae (1840–1921), Gottlob Frege (1848–1925), Ludwig Wittgenstein (1889–1951), Czesław Znamierowski (1888–1967) and, more recently, as noted, to John Searle, considered one of the founders of modern Social Ontology.51 A study of the history of Social Ontology in the early modern and modern eras has yet to be undertaken.
Sociologists and economists have used these linguistic and philosophical views to develop new analytic tools that let them begin to look at present-day institutions. Some scholars have used the concept of equilibrium along with game theory methodology to mediate between norms and beliefs and investigate how rules are established.52 Elinor Ostrom combined the methodologies of NIE and Social Ontology to elaborate an analytic framework she calls the “grammar of institutions,” which can be seen through the focusing primarily on texts that created those institutions. Ostrom argues that parsing statements that constitute institutions facilitates our comprehension of the institutions themselves. She called her system ADICO (later changed to ADIBCO), and in recent years a research field called Institutional Analysis has emerged that uses these methods.53 The system identifies a series of basic items—namely, attributes (actors or enactors of an institutional statement), deontic content (action the actor will undertake), aim or target (goal of the action), conditions (of the statement), and the “or else” (the actor who has the power to impose sanctions). Such a “grammar” can “(i) offer a rigorous and systematic basis for precisely characterizing key institutional features; (ii) generalize across institutional types [organizational forms],” and “(iii) is versatile enough to pair with multiple concepts, theories, and methods, and therefore can be leveraged to answer a broad range of important governance phenomena.”54
The approaches of NIE and Social Ontology may be useful in reviewing old studies of history of law from the end of the nineteenth and the beginning of the twentieth century. The Italian legal historian Alessandro Lattes (1858–1931), reviewing Heinrich Sieveking’s book on San Giorgio, noticed that Karl Lehman had considered shares with variable dividends as the fundamental and only feature for the concept of the business corporation. Heinrich Sieveking, as noted earlier, also considered this feature essential. According to Lattes, if one seeks the origin of an organizational form (istituto)—in this case the business corporation as connected to San Giorgio—one should not look at just one feature, but at all features, to see whether one or more were borrowed from a different organizational form.55 Lattes suggested considering a range of features, including the tradability of shares, limited liability, separation of ownership and management, and variable dividends. An organizational form could have borrowed all, some, or just one of these features from a different organizational form. From our vantage point, we can see that this resembles the approach of Social Ontology and that it could be useful in developing a methodology to study institutional migration.
Earlier historiography placed great weight on the history of the features of organizational forms. Some scholars focused on variability of dividends, but limited liability took on considerable importance—at least for the joint stock company model. In a recent article on the business history of Florence, Francesca Trivellato showed how, from Max Weber’s early works until at least those of Douglass North, scholarship has insisted on the importance of tracing the history of limited liability for the commenda partnership and the joint stock company.56 There is a long tradition of studies that have developed a genealogy of this feature over many centuries. Previewing the results of long research work on the commenda partnership—the accomandita—recorded by the Florentine office of Mercanzia from the fifteenth to the nineteenth centuries, Trivellato has shown that in thousands of contracts, limited liability appears only rarely.57 This data can help us to reassess an institution’s features, decoupling them from institutional analysis and institutional migration. Even though limited liability may be relevant to the history of capitalism, and even though—more broadly—the history of institutional features is per se important, superimposing the history of particular features upon the history of institutions and organizational forms impoverishes complex processes.
Furthermore, even when one can track the same feature in two or more institutions over time, this does not necessarily mean that these institutions evolved or changed interdependently. They could have evolved or changed independently in similar and parallel ways, without being actually connected in other ways. The opposite can also be true: two or more institutions could change because of historical connections, whether or not they share any features. Focusing only on institutional features can be misleading, as it can de-emphasize historical context and the interactions of two or more institutions.
In past decades, scholarship on business corporations has focused on specific case studies such as the grain water mill of Toulouse. Germain Sicard, in what is now a famous work, recognized in the mill of medieval Toulouse features (particularly its tradable shares and legal personhood) that resemble those of later business corporations.58 Ron Harris has endorsed this view and has pointed out that the Casa di San Giorgio and the Genoese maone, which performed mainly fiscal activities rather than specializing in trade, lack such similarities.59 Harris therefore implicitly excludes the Casa di San Giorgio from the list of possible models of the business corporation.
When institutional migration occurs, we should ask what actually took place. In this book, rather than concentrating exclusively on similar features, I focus on processes developed by historical actors that connect institutions. These processes fueled institutional changes.
My work analyzes the tension between a group of shareholders of San Giorgio and the ruling political power: the Commune of Genoa. It describes San Giorgio’s financial, political, and territorial characteristics and functions (Chapters 1, 2, 3, 4, 5, and 6), its property rights and the relationship with the Commune (Chapters 7 and 8), and the ways these factors have been represented by observers over time (Chapters 9, 10, and 11).
The book focuses mainly on the shifting relationship between the Commune and San Giorgio over time: what the relationship was and how contemporary observers viewed and described it. I argue that the form that shaped this relationship is part of the migration process. The way contemporaries talked and wrote about this relationship circulated ideas about San Giorgio’s characteristics. That representations are part of the institutional and organizational dynamic—of the tale of an institution—is something NIE has never recognized. I propose to look at how people in the past looked at and represented older institutions and organizational forms.
Contemporary observers described an institution; later, other actors looked at these representations and understood the relationships between the Commune and San Giorgio as they saw them described, or according to these representations. How did such discourses circulate ideas about San Giorgio’s model? Did these discourses draw attention to specific characteristics or processes? Did tales and discourses about San Giorgio determine the way later organizational forms were built?
This book shows that discourses about past institutions form part of the process of building new institutions. The discourses brought the attention of seventeenth- and eighteenth-century actors not only to a dynamic—the relationship between the state and a financial body—but to specific characteristics like territorial power, tradability of shares, and locked-in capital. When these actors—for instance, Dutch traders in 1600–2 and John Law in eighteenth-century France—dealt with specific problems and began engineering new institutional structures, they looked back to some of these discourses, including that of Niccolò Machiavelli. We cannot consider these materials—tales, stories, chronicles, pamphlets, discourses, memoirs, and so on—as merely neutral information about older institutions. Their authors highlighted certain information, emphasized particular aspects, and framed these choices according to their views and the issues at stake at that time. Later traders, politicians, and early modern actors more broadly conceived and built new institutions while looking back at older institutions as framed in these stories and texts. As Chapter 11 shows, John Law (1671–1729), gambler and economist, spent considerable time in Genoa. He figured out his idea of setting up what became the Mississippi Company in France (1720) while he was investing in San Giorgio, collecting texts on San Giorgio, and writing texts describing San Giorgio’s model. Later he gave impulse to the production of pamphlets on the Mississippi Company with references to San Giorgio.
The interaction between new stimuli, the situations actors faced at a given moment, and the way they absorbed old ideas is what produces new institutions. This book thus aims to place at the center of research questions the substantial material that actors and makers of institutions recorded, heard, read, and studied. It works on the assumption that the dynamics of making institutions and those of representing and telling stories about them are intrinsically interwoven. Ultimately, institutions and their representations are made of the same “substance”: people’s speech acts. To put it another way, speech acts forged both institutions and their representations.
This book uses thoughts on institutional migration and engages with the NIE and Social Ontology to focus on San Giorgio and also on other institutions. In Chapter 1, I describe research on the maona, the organizational form considered by the Historische Rechtsschule, whose whole history is not yet studied and whose functions remain undefined. Since it is likely that—despite the word maona appearing in various places at different times and with different meanings—there was a possible link between the various contexts, analyzing the sources can help untangle the history of this organizational form. Taking inspiration from Elinor Ostrom’s “grammar of institution,” I present research that reconsiders a number of sources on the maona, analyzing the known and published documents and presenting several new findings. The main thrust here is to analyze not only where the word maona appears, but also how a series of other words and statements are connected to it. This section on the maona is intended as a first approach to a grammar of institution for medieval and early modern sources.
Ultimately, the intention of my work is to show the legacy of the model of the Bank of San Giorgio in order to emphasize the historicity of three financial concepts: public debt, bank, and corporation.
San Giorgio was neither a bank, nor a corporation, nor a system of public debt in the sense that we understand these terms today. Its enduring power as a model, however, contributed to the development of these three concepts as they are now understood. I intend to show how it is possible to reach new results through an approach that challenges the anachronistic chronology found in both the works of the German historians of law at the end of the nineteenth century and in several more recent approaches. A careful consideration of the temporal dimension of the narrative allows us to discover what has long remained hidden. At several moments across centuries, San Giorgio’s model has played an important role in the debate about these three concepts—a role as yet unrecognized. I do not intend to suggest that San Giorgio was an exclusive influence on the formation of the financial institutions; rather, I want to show that the circulation of the San Giorgio model underscores the necessity of introducing historical categories and research into the study of the economics of the past.
More specifically, I wish to show that San Giorgio’s model was available during the discussions that took place at the founding of several financial institutions: banks (English and American), corporations (VOC and EIC), and later schemes (the Mississippi Company of John Law, 1719–20). San Giorgio’s model was quoted at the moment of their formation and—I believe—exercised an influence on their foundation.
The methodology used in the research that undergirds this book can be characterized by a simple observation: anachronism indicates not simply a movement against time (anà kronos, “against time”) but also a temporal compression, a devaluation of events from the deeper past relative to those from more recent times. We can understand these moments of compression as signs or even invitations to delve more deeply into the events described via this distorted temporal framework. In this book, the anachronism is the Historische Rechtsschule’s idea that San Giorgio was the first business corporation. Scholars among this group recognized striking similarities between San Giorgio and later corporations (VOC and EIC), but their concept of corporation was derived from later companies (VOC and EIC) and superimposed on an earlier institution (San Giorgio). My research path leads from the formation of the Casa di San Giorgio to the German historians of law, by way of the VOC and the EIC.
Nowadays, economists and experts in law have established a specific legal and financial form so they can define the business corporation through a set of characteristics: “locked-in capital,” “tradable shares,” “legal personhood,” “separation of ownership and management,” and “limited liability.”60 The process determining these characteristics is an inseparable mixture of studies on this subject and foundational moments in its history. As in many other cases, the legal experts did not just study the subject; they were actively involved in defining the rules that shaped it. The oldest traditions of studies like the Historische Rechtsschule directly influenced this process, not only through the definition of these characteristics but also through the contribution of written commercial codes. Karl Llewellyn, the founder of the American Uniform Commercial Code, was influenced by Levin Goldschmidt.61 Hermann Roesler, one of Goldschmidt’s students, migrated to Japan in 1878 and helped the government to write the Constitution and the Commercial Code.62
This work does not intend to establish the origin of today’s business corporations. It aims to show how some models—and by “model” I mean a set of schematized characteristics—of the past influenced later institutions. Historical actors at various moments during the Middle Ages and the early modern period used this model. San Giorgio took territories from the Commune of Genoa and ruled them; later business corporations also ruled several territories. Business corporations don’t legally control territories anymore, but their powers have nonetheless grown so much in past centuries that they can deeply determine people’s lives and politics. Looking backward at cases such as that of San Giorgio can help us understand that the privatization of rights and powers has a very long history. They are deeply embedded in our past, and their legacy is still vividly alive.
Notes
1. Heinrich Fick, “Uber Begriff und Geschichte der Aktiengesellschaften,” Zeitschrift für das gesamte Handelsrecht V (1861): 1–63; Levin Goldschmidt, Universalgeschichte des Handelsrechts (Stuttgart: Enke, 1891), 291; Karl Lehmann, Die geschichtliche Entwicklung des Aktienrechts bis zum Code de commerce (Berlin: Carl Heymanns Verlag, 1895); Heinrich Sieveking, Genueser Finanzwesen mit besonderer Berücksichtigung der Casa Di S. Georgio, vol. 2 (Freiburg: Verlag von J.C.B. Mohr, 1898).
2. Jörg Denzer, Die Konquista der Augsburger Welser-Gesellschaft in Südamerika (1528–1556): historische Rekonstruktion, Historiografie und lokale Erinnerungskultur in Kolumbien und Venezuela (München: Beck, 2005).
3. Pier Angelo Schiera, “Introduzione,” in Italia e Germania: Immagini, modelli, miti fra due popoli nell’Ottocento: Il medioevo / Das Mittelalter. Ansichten, Stereotypen und Mythen zweier Völker im neunzehnten Jahrhundert: Deutschland und Italien, ed. Pierangela Schiera and Reinhard Elze (Bologna and Berlin: Annali dell’Istituto Storico Germanico in Trento, Contributi/Jahrbuch des italienisch-deutschen historischen Instituts in Trient, Beiträge 1, 1988), 9–22.
4. I will use here the terms “Bank,” “Casa,” or simply “San Giorgio.”
5. Lehmann, Die geschichtliche Entwicklung, 71, who quoted Carlo Cuneo, Memorie sopra l’antico debito pubblico mutui: Compere e Banca di S. Giorgio in Genova (Genova: Stamperia dei Sordomuti, 1844), 311.
6. Cuneo, Memorie sopra l’antico debito pubblico mutui, viii. My translation.
7. Fick, “Uber Begriff und Geschichte,” 40–42; Otto Gierke, Das deutsche Genossenschaftsrecht, vol. 1 (Berlin: Weidmannsche Buchhandlung, 1868–1913), 991.
8. Goldschmidt, Universalgeschichte des Handelsrechts, 295–296.
9. Lehmann wrote that we cannot speak of a “corporative idea” at the time of the maona (“Vom Durchdringen der corporativen Idee ist auch hier keine rede”). He analyzed the period when the maone were absorbed by San Giorgio at the beginning of the fifteenth century. The state’s centrality in controlling this process proved to Lehmann that the maona was not a corporation. Even more important for Lehmann from the legal perspective was the argument that “[t]he word [maona] is of Arabic origin and has no relationships with commercial partnerships or shipping companies in the home country.” Lehmann, Die geschichtliche Entwicklung, 22. This second argument seems very weak.
10. Roberto Cessi, “Studi sulle maone medioevali,” Archivio storico italiano (1969): 5–69, at 33. Cessi framed his view primarily by looking at the maona of Chios.
11. Lehmann, Die geschichtliche Entwicklung, 6, 15. Sieveking investigated the argument, made clear that this shift occurred in 1419, and decided that it was not a very important element. See Heinrich Sieveking, “Studio sulle finanze genovesi nel medioevo e in particolare sulla Casa di San Giorgio,” Atti della Società Ligure di Storia Patria 35 (1905–1906): 1–2, at 30 and note 6.
12. Sieveking, “Studio sulle finanze genovesi,” 221. On Sieveking, Heinrich Sieveking, Werdegang eines Hamburger Gelehrten. Erinnerungen 1871–1914, ed. Gerhard Ahrens (Hamburg: Gesellschaft der Bücherfreunde, 1977). On Weber and Sieveking, see Marco Veronesi, “Genova medievale e la storiografia tedesca dell’Ottocento: Historische Rechtsschule, Kulturgeschichte e i giuscommercialisti,” in Libertà e domînio. Il sistema politico genovese: Le relazioni esterne e il controllo del territorio, ed. Matthias Schnettger and Carlo Taviani (Rome: DHI-Viella), 13–36, at 34–35.
13. Sieveking, “Studio sulle finanze genovesi,” 221–223.
14. Clive M. Schmitthoff, “The Origin of the Joint Stock Company,” University of Toronto Law Journal 3 (1939): 74–96, 79.
15. Guido A. Ferrarini, “Origins of Limited Liability Companies and Company Law Modernisation in Italy: A Historical Outline,” in VOC 1602–2002. 400 Years of Company Law, ed. Ella Gepken-Jager, Gerard van Solinge and Levinus Timmerman (Deventer: Kluwer Legal Publishers, 2005), 187–216, at 194.
16. Schmitthoff quoted Lattes and Pertile without providing any bibliographical reference. He probably had in mind Alessandro Lattes, Il diritto commerciale nella legislazione statutaria delle città italiane (Milano: Hoepli, 1884), and Antonio Pertile, Storia del diritto italiano dalla caduta dell’Impero Romano alla codificazione (Torino: Utet, 1893).
17. Stefania Gialdroni, East India Company: Una storia giuridica (1600–1708) (Bologna: Il Mulino, 2011).
18. Gialdroni, East India Company, 211.
19. Ron Harris, “The Transplantation of the Legal Discourse on Corporate Personality Theories: From German Codification to British Political Pluralism and American Big Business,” Washington and Lee Law Review 63, 4 (2007): 1421–1478.
20. Some traces of the debate can be found in Robert Mantran, “Les origines des Compagnies,” in Sociétés et compagnies de commerce en Orient et dans L’Océan Indien, ed. Michel Mollat (Paris: S.E.V.P.E.N., 1970); Peter W. Klein, “The Origins of Trading Companies,” in Companies and Trade: Essays on Overseas Trading Companies During the Ancien Régime, ed. Leonard Blussé and Femme Gaastra (Leiden: Leiden University Press, 1981), 17–28. Klein against Mantran denied the possibility that companies could have originated in the Mediterranean. Charles Verlinden, Les origines de la civilisation atlantique: De la Renaissance à l’âge des Lumières (Paris: Michel, 1966); Charles Verlinden, Précédents mediévaux de la colonie en Amérique: Période coloniale (Mexico City: Instituto Panamericano de Geografía e Historia, 1954).
21. Raymond De Roover, “The Organization of Trade,” in The Cambridge Economic History of Europe, ed. Michael M. Postan, Edwin E. Rich and Edward Miller (Cambridge: Cambridge University Press, 1963), 3: 42–118, at 58. Quoted in Murat Çizakça, A Comparative Evolution of Business Partnerships: The Islamic World and Europe, with Specific Reference to the Ottoman Archives (Leiden, New York and Koeln: Brill, 1996), 32.
22. Niels Steensgaard, The Asian Trade Revolution of the Seventeenth Century: The East India Companies and the Decline of the Caravan Trade (Chicago: University of Chicago Press, 1974), 127.
23. Çizakça, A Comparative Evolution of Business Partnerships, 13, 15.
24. Abraham Udovitch, “At the Origins of Western Commenda: Islam, Israel, Byzantium?” Speculum 37 (1962): 198–207.
25. Çizakça, A Comparative Evolution of Business Partnerships, 13.
26. Çizakça, A Comparative Evolution of Business Partnerships, 45–49.
27. Ron Harris, Going the Distance: Eurasian Trade and the Rise of the Business Corporation, 1400–1700 (Princeton: Princeton University Press, 2020), 264–266.
28. Some scholars add the characteristic of “entity shielding,” which is shareowners’ protection from their creditors; Henry Hansmann, Reiner Kraakman and Richard Squire, “The New Business Entities in Evolutionary Perspective,” Illinois Law Review 1 (2005): 5–14.
29. Philip Stern, The Company-State: Corporate Sovereignty and the Early Modern Foundations of the British Empire in India (Oxford: Oxford University Press, 2011).
30. Gialdroni, East India Company, 182–186.
31. Gialdroni, East India Company, 183.
32. Oscar Gelderblom, Abe de Jong and Joost Jonker, “The Formative Years of the Modern Corporation: The Dutch East India Company VOC, 1602–1623,” The Journal of Economic History 73, 4 (2013): 1050–1076.
33. Timur Kuran, The Long Divergence: How Islamic Law Held Back the Middle East (Princeton: Princeton University Press, 2011). This question is also present in the work of Harris, Going the Distance. In Harris’s work, however, the question is justified in the view of a comparative analysis, which can generate interesting perspectives.
34. Gelderblom, de Jong and Jonker, “The Formative Years of the Modern Corporation,” 1073.
35. Harris, Going the Distance.
36. Jean-Laurent Rosenthal and R. Bin Wong, Before and Beyond Divergence: The Politics of Economic Change in China and Europe (Cambridge, MA: Harvard University Press, 2011).
37. Sheilagh Ogilvie, “ ‘Whatever Is, Is Right’? Economic Institutions in Pre-Industrial Europe,” Economic History Review 60, 4 (2007): 649–684; Sheilagh Ogilvie and Andrew W. Carus, “Institutions and Economic Growth in Historical Perspective,” in Handbook of Economic Growth (Amsterdam and San Diego: Elsevier, 2014), 2: 403–513.
38. Harris, Going the Distance, 48–57.
39. Harris, Going the Distance, 48–61.
40. Harris, Going the Distance, 52. On this subject see at least Douglass C. North, Institutions, Institutional Change, and Economic Performance (Cambridge: Cambridge University Press, 1990); Paul A. David, “Why Are Institutions the ‘Carriers of History’? Path Dependence and the Evolution of Conventions, Organizations and Institutions,” Structural Change and Economic Dynamics 5, 2 (1994): 205–220.
41. Avner Greif, “Historical and Comparative Institutional Analysis,” American Economic Review 88, 2 (1998): 80–84; Greif, Institutions and the Path to the Modern Economy, 187–216.
42. Robert D. Putnam, Making Democracy Work: Civic Traditions in Modern Italy (Princeton: Princeton University Press, 1993); Paul J. Di Maggio and Walter W. Powell, “The Iron Cage Revisited: Institutional Isomorphism and Collective Rationality in Organizational Fields,” American Sociological Review 48, 2 (1983): 147–160; Henrich R. Greve and Hayagreeva Rao, “History and the Present: Institutional Legacies in Communities of Organizations,” Research in Organizational Behavior 34 (2014): 27–41.
43. Harris, Going the Distance, 94–100.
44. North—focusing on path dependence and lock-in—advised that there might be models that account for both institutional and technological changes, but that institutional changes are usually more complicated. North, Institutions, 103–104. David has come back on this point, cautioning, “The parallels thus drawn, between the microeconomic conditions that cause institutions and organizations to be ‘carriers of history’ and the conditions that are found to underlie the phenomenon of path dependence in technological change, however, should not be projected all the way to the conclusion that ‘institutions, after all, are just like technologies.’ ” Paul A. David, “Why Are Institutions the ‘Carriers of History’? Path Dependence and the Evolution of Conventions, Organizations and Institutions,” Structural Change and Economic Dynamics 5, 2 (1994): 205–220, at 218.
45. Harris, Going the Distance, 256–258.
46. A key work on this subject is that of Ernst Hartwig Kantorowicz, The King’s Two Bodies: A Study in Mediaeval Political Theology (Princeton: Princeton University Press, 1997).
47. Douglass C. North and Barry Weingast, “Constitutions and Commitment: The Evolution of Institutions Governing Public Choice in Seventeenth-Century England,” The Journal of Economic History 49, 4 (1989): 803–832.
48. North, Institutions, 107.
49. John R. Searle, The Construction of Social Reality (New York: Free Press, 1995).
50. Tony Lawson, “The Nature of the Firm and Peculiarities of the Corporation,” Cambridge Journal of Economics 39 (2014): 1–32; Tony Lawson, “Comparing Conceptions of Social Ontology: Emergent Social Entities and/or Institutional Facts?” Journal for the Theory of Social Behaviour 4, 46 (2016): 359–399; Achille Varzi, “Che cos’è un derivato? Appunti per una ricerca tutta da fare,” in Le crisi finaniziarie e il ‘Derivatus paradoxus’, ed. Alberto Bettini (Saronno: Editrice Monti, 2007), 143–171.
51. Mario Ricciardi, “Diritto naturale e ontologia sociale: alle origini della teoria dei fatti istituzionali,” Rivista di Estetica 47 (2007): 167–180.
52. Masahiko Aoki, Toward a Comparative Institutional Analysis (Cambridge: MIT Press, 2001); Masahiko Aoki, “Endogenizing Institutions and Institutional Change,” Journal of Institutional Economics 3 (2007): 1–31; Masahiko Aoki, “Institutions as Cognitive Media Between Strategic Interactions and Individual Beliefs,” Journal of Economic Behavior & Organization 79 (2011): 20–34; Frank Hindriks and Francesco Guala, “Institutions, Rules, and Equilibria: A Unified Theory,” Journal of Institutional Economics 11, 3 (2015): 459–480.
53. Sue E. S. Crawford and Elinor Ostrom, “A Grammar of Institutions,” American Political Science Review 89, 3 (September 1995): 582–600; Elinor Ostrom, “Institutional Analysis and Development Framework,” Policy Studies Journal 39, 1 (February 2011): 7–27; Elinor Ostrom, Understanding Institutional Diversity (Princeton: Princeton University Press, 2005). Several authors have proposed various modifications to Ostrom’s approach. Elinor Ostrom has inspired March Salvatore and Allen Gove, “Toward a Social Ontology for Conceptual Modeling,” Communications of the AIS 34 (2014): Article 70; March Salvatore, “An Introduction to IAD and the Language of the Ostrom Workshop: A Simple Guide to a Complex Framework,” Policy Studies Journal 39, 1 (2011): 169–183; Achim Schlüter and Insa Theesfeld, “The Grammar of Institutions: The Challenge of Distinguishing Between Strategies, Norms, and Rules,” Rationality and Society 22, 4 (2010): 445–475; Jamie Morgan and Wendy Olsen, “Conceptual Issues in Institutional Economics: Clarifying the Fluidity of Rules,” Journal of Institutional Economics 7, 3 (2011): 425–454; Michael D. McGinnis, “An Introduction to IAD and the Language of the Ostrom Workshop: A Simple Guide to a Complex Framework,” Policy Studies Journal 39, 1 (2011): 169–183; Marcin J. Schroeder, “Analogy in Terms of Identity, Equivalence, Similarity, and Their Cryptomorphs,” Philosophies 4, 2 (2019): 32; Roman Slowinski and Daniel Vanderpooten, “A Generalized Definition of Rough Approximations Based on Similarity,” IEEE Transactions on Knowledge and Data Engineering 12, 2 (2000): 331–336.
54. Saba Siddiki, Tanya Heikkila, Christopher M. Weible, Raul Pacheco‐Vega, David Carter, Cali Curley, Aaron Deslatte and Abby Bennett, “Institutional Analysis With the Institutional Grammar,” Policy Studies Journal 24 (2019): 1–24.
55. “inoltre quest’ultimo non è in tutte le pagine del suo scritto sempre coerente, e mentre in principio considera come elementi essenziali del concetto di tale società tutti quelli che sono comunemente ammessi, più innanzi ne accetta uno solo come utile per la distinzione secondo i tempi, l’azione a dividendo variabile. A parer mio giova ricordare che la ricerca delle origini d’un istituto odierno deve estendersi a tutte le tracce degli elementi fondamentali di esso, e tali sono per le società per azioni la ripartizione del capitale in quote di valor numerico uguale e liberamente trasmissibili, la responsabilità limitata alle quote, il dividendo variabile, la separazione della società e del suo patrimonio dalle persone e dal patrimonio dei soci, la partecipazione di questi all’amministrazione almeno colla nomina dei gerenti,” Alessandro Lattes, review of Studio sulle finanze Genovesi del medio evo e in particolare sulla Casa di S. Giorgio, vol. I (Atti della Società Ligure di Storia Patria, vol. XXXV) by Enrico Sieveking, Archivio Storico Italiano 39, 245 (1907): 133–144, at 142.
56. Francesca Trivellato, “Renaissance Florence and the Origins of Capitalism: A Business History Perspective,” Business History Review 94 (2020): 229–251, at 239 and 243.
57. Trivellato, “Renaissance Florence,” 245–246.
58. Germain Sicard, The Origins of Corporations: The Mills of Toulouse in the Middle Ages (New Haven: Yale University Press, 2015 [1953]). The work has been edited by William Goetzmann.
59. Harris, Going the Distance, 263, 267.
60. Instead of limited liability, a different set of characteristics—called “entity shielding”—has been recently defined in order to analyze the possibility for a firm to protect its assets. For the definition of the term “entity shielding,” see the works of Henry Hansmann, Reiner Kraakman and Richard Squire, “Law and the Rise of the Firm,” Harvard Law Review 119 (2006): 1333–1403; Hansmann, Kraakman and Squire, “The New Business Entities in Evolutionary Perspective,” 5–14.
61. James Q. Whitman, “Note, Commercial Law and the American Volk: A Note on Llewellyn’s German Sources for the Uniform Commercial Code,” Faculty Scholarship Series, paper 658, https://doczz.net/doc/6091833/note-commercial-law-and-the-american-volk (accessed February 11, 2022).
62. Yasuzô Suzuki and Johannes Siemes, “Hermann Roesler und die Japanische Verfassung,” Monumenta Nipponica 5, 2 (1942): 347–400; Takada Haruhito, Yamamoto Masamichi, “The ‘Roesler Model’ Corporation: Roesler’s Draft of the Japanese Commercial Code and the Roots of Japanese Corporate Governance,” Zeitschrift für Japanisches Recht 23 (2018): 45–72.