Register of the Kentucky Historical Society

There is no shortage of social science and legal literature on the corporate form. This new volume edited by Naomi Lamoreaux and William Novak not only offers a series of individually excellent essays exploring the history, law, and broader institutional implications of corporations, it does so in a way that offers genuinely fresh insight for thinking about the role of corporations in the history and present of American democracy. As the editors note in their introduction, corporations lie in a fundamentally ambivalent position with respect to foundational ideals of American democracy: "On the one hand, the corporation has long been seen as a useful and alluring vehicle for harnessing and distributing the collective energies of individuals—an engine of economic growth," but on the other hand, "that same corporate vehicle has been viewed with suspicion as a potentially dangerous threat …. a site of coercion, monopoly, and the agglomeration of excessive social, economic, and political power" (p. 2). With this volume, the editors have assembled a set of essays from top scholars in history, law, and social science that explores this fundamental tension from the start of the American republic to the present.

The volume proceeds in roughly chronological order, with each part comprised of several essays all grouped around a common finding or theme. Part I explores the history of the corporation in the early Republic. Chapters by Eric Hilt, Jessica Hennessey, and John Wallis revolve around the struggle to secure some degree of independence for corporations as legal entities from the state, and from politics, and taken together, tell a somewhat surprising historical account. As these chapters show, early fights for general incorporation laws represented not an assertion of unchecked corporate power, but rather an attempt to insulate and protect a wide range of civic and economic associational forms from political patronage, corruption, and lobbying. General incorporation was a critical achievement in the early [End Page 529] nineteenth century, limiting what had become patronage-infused influence over the allocation of corporate charters.

Part II picks up the story in the late nineteenth century. By now, the corporation has come to look quite different than its early Republic origins, in the form of large, concentrated private power from the rise of robber baron monopoly power in railroads and big finance to the growing tensions between managers and workers in the face of rising industrialization and labor upheaval. In this part, essays by Daniel Crane, William Novak, Steven Bank, and Ajay Mehotra focus on the efforts by reformers to reassert public governmental control to oversee, regulate, and restrain corporate power. Just as the struggle against political corruption in the early nineteenth century created what would become the legal foundations of the corporate form, during this era the battles to reassert public control over now vastly increased corporate power created the legal foundations for the modern regulatory state. In a sense, it was the struggle to restrain corporate power in this period that drove some of the most critical innovations in American political development and statecraft.

Part III then documents the twentieth century transformations of the corporate form. Jonathan Levy charts the rise of the nonprofit corporation as a distinct form of corporate organization, while Margaret Blair, Elizabeth Pollman, Ruth Bloch, and Naomi Lamoreaux explore the legal and intellectual history behind the rise of formal legal and constitutional rights for corporations in the form of corporate personhood and under the Fourteenth Amendment. A key finding across these essays by Block and Lamoreaux, Blair and Pollman is that more recent expansions of corporate legal rights have tended to view corporations as a monolithic category, failing to take into account not only the plurality of forms and uses within the rubric of "the corporation," but also mistakenly viewing contemporary economic corporations with their vast powers as akin to the more associative corporate organizations of earlier eras. These historical misapprehensions set the stage for the Supreme Court's decision in Citizens United...