From Fictions and Aggregates to Real Entities in the Theory of the Firm

This document is the Accepted Manuscript version of the following article: David Gindis, 'From fictions and aggregates to real entities in the theory of the firm', Journal of Institutional Economics (2009), 5: 1, 25–46, doi:10.1017/S1744137408001203. COPYRIGHT: © The JOIE Foundation 2009.According to the dominant ‘nexus of contracts’ and ‘collection of assets’ views of the firm, the firm is a either a fiction or an aggregate. Although legal personality is important in both accounts, everything is said to be achieved by private contract alone and the law’s role in creating legal entity status is dismissed. The paper challenges both these aspects by reconsidering an alternative ‘real entity theory’ that dominated debates at the turn of the twentieth century. This forgotten view holds that the firm is neither a fiction nor an aggregate but a real entity, and underlines the creation of legal entity status as a fundamental role of the law. The paper discusses this view’s ontological and legal insights, clarifies the proposition that the firm is a real entity, and proposes it as a starting point for a theory of the firm.Peer reviewe

On the Origins, Meaning and Influence of Jensen and Meckling's Definition of the Firm

© Oxford University Press 2020. This is an Open Access article distributed under the terms of the Creative Commons Attribution License (http://creativecommons.org/licenses/by/4.0/), which permits unrestricted reuse, distribution, and reproduction in any medium, provided the original work is properly cited.Jensen and Meckling’s 1976 definition of the firm as a legal fiction which serves as a nexus of contracts between individuals sits well with the Coasean narrative on the firm while at the same time being at odds with it. Available interviews with Jensen shed little light on the origins and meaning of this unusual definition. The article shows how the definition captured, and was a response to, the American socio-political context of the first half of the 1970s, and traces how Jensen and Meckling employed it once they themselves got immersed in the public debate about corporate regulation in the late 1970s. It also briefly considers Jensen and Meckling’s place in the literature on the economics of corporate law developed in the 1980s.Peer reviewe

On the Origins, Meaning and Influence of Jensen and Meckling's Definition of the Firm

Jensen and Meckling’s 1976 definition of the firm as a legal fiction which serves as a nexus for contracts between individuals sits well with the Coasean narrative on the firm while at the same time being at odds with it. Available interviews with Jensen shed little light on the origins and meaning of this unusual definition. The paper shows how the definition captured, and was a response to, the American socio-political context of the early and mid-1970s, and traces how Jensen and Meckling employed it once they themselves got immersed in the public debate about corporate responsibility and regulation in the late 1970s and early 1980s. It also considers Jensen and Meckling’s place in the literature on the economics of corporate law developed mostly in the 1980s

Institutions and Evolution of Capitalism in Geoff Hodgson’s Work

This article is the introductory chapter to a festschrift in honour of Geoff Hodgson. In work spanning four decades, Geoff Hodgson has made many path-breaking contributions to institutional economics, evolutionary economics, economic methodology, the history of economic thought and social theory more broadly. Hodgson’s reputation as a prolific and important writer, whose work transcends traditional disciplinary boundaries, is matched by his credentials as an academic entrepreneur, whose involvement in the formation of two international scholarly societies and the foundation of the Journal of Institutional Economics has expanded the opportunities for constructive dialogue among social scientists. To celebrate Hodgon’s fantastic career, this volume brings together 19 original contributions by world-leading scholars in specific areas that have played a significant role in influencing Hodgson’s thinking or represent key debates to which he has contributed. The chapter introduces these contributions, and summarizes a conversation with Hodgson that is also included in the volume

From Cambridge Keynesian to Institutional Economist: The Unnoticed Contributions of Robert Neild

This is an Open Access article, distributed under the terms of the Creative Commons Attribution licence (http://creativecommons.org/licenses/by/4.0/), which permits unrestricted re-use, distribution, and reproduction in any medium, provided the original work is properly cited.Robert Neild (born 1924) has made a major contribution to economics and to peace studies. This paper provides a brief sketch of Neild’s life and work. While noting his research in economic policy and peace studies, this essay devotes more attention to his largely-unnoticed contributions to institutional and evolutionary economics since 1984. These are important in their own right, but they are especially notable because Cambridge heterodox economists have been devoted mainly to other approaches, including Marxism and post-Keynesianism. Neild’s distinctive contribution is partly explained by his closeness to both Nicholas Kaldor and Gunnar Myrdal. Myrdal made explicit his adherence to the original American institutionalism: Neild extended that link to Cambridge.Peer reviewedFinal Published versio

Ouvrage en débat: Valeurs et développement durable : questionnement sur la valeur économique, par Jacques Perrin (2004), Paris : L'Harmattan

Book revie

Review of Malcolm Rutherford’s The institutionalist movement in American economics, 1918-1947: Science and social control. (Cambridge (UK): Cambridge University Press, 2011), 410pp

In publications spanning just over three decades, Malcolm Rutherford has been an important contributor to the study of American institutionalism as both a theoretical framework and an intellectual movement. For the last fifteen years or so, Rutherford’s efforts have centered on developing a systematic study of American institutionalism in the interwar period. The result, based on meticulous archival labor, is this goldmine of a book. This is the definitive history of American institutionalism, and surely the benchmark for any research to come

What is a Firm? A Reply to Jean-Philippe Robé

© The Author(s), 2021. Published by Cambridge University Press on behalf of Millennium Economics Ltd. This is the accepted manuscript version of an article which has been published in final form at https://doi.org/10.1017/S1744137421000369In his recent book on 'Property, Power and Politics', Jean-Philippe Robé makes a strong case for the need to understand the legal foundations of modern capitalism. He also insists that it is important to distinguish between firms and corporations. We agree. But Robé criticizes our definition of firms in terms of legally recognized capacities on the grounds that it does not take the distinction seriously enough. He argues that firms are not legally recognized as such, as the law only knows corporations. This argument, which is capable of different interpretations, leads to the bizarre result that corporations are not firms. Using etymological and other evidence, we show that firms are treated as legally constituted business entities in both common parlance and legal discourse. The way the law defines firms and corporations, while the product of a discourse which is in many ways distinct from everyday language, has such profound implications for the way firms operate in practice that no institutional theory of the firm worthy of the name can afford to ignore it.Peer reviewe

De Jure Convergence, De Facto Divergence: A Comparison of Factual Implementation of Shareholder Derivative Suit Enforcement in the United States and the United Kingdom

Many legal systems have been converging toward a US shareholder-centric model of corporate law and governance. This includes de jure rules relating to derivative enforcement. Despite convergence of the UK system towards the US model, each system continues to diverge as regards levels of shareholder enforcement. This article suggests that this divergence can be explained by the way the courts implement the derivative procedure de facto. A comparative assessment of de facto implementation in the US and the UK reveals that while courts in both systems are reluctant to interfere with the business judgment of the board, the US courts are willing to analyse whether board decisions were substantively reached, contributing to the levels of enforcement based on the way costs are allocated. Conversely, ingrained traditions of the UK courts place a high evidentiary burden on the shareholder, which they are unlikely to meet. Since costs are allocated to the loser in the UK, the factual implementation continues to serve as a strong disincentive for private shareholder enforcement and good governance