ABSTRACT
Corporate governance began as an effort to more efficiently marshal capital and diversify risks among those contributors. The joint-stock companies also settled America, but fear of monopoly power prevented their use as commercial enterprises until after the Revolution. Gradually, business prevailed in removing the restrictions on corporate charters. In particular, the last quarter of the nineteenth century witnessed the adoption of more liberal corporate statutes that allowed broad corporate purposes and holding company structures. Under the guise of reform, every common business practice that any state functionary disliked was instantly criminalized or used to shake down large corporations, creating a random tax unsupported by legislation. Class action lawyers filed suit immediately after every press report of a corporate problem.
