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Published online by Cambridge University Press: 26 August 2005
The essays in Constructing Corporate America seek to understand the social origins and consequences of the modern business corporation in the United States. Although diverse in nature, they share the underlying “premise that the corporate form is just one solution to problems of production and management,” and they seek to demonstrate the socially and historically contingent nature of corporate organization (pp. 17–18). Overall, the book is only partly successful due to the uneven nature of the essays. Nonetheless, it should be of interest to a wide range of scholars who focus on the emergence and ongoing importance of corporate organization in modern society.
The book is organized into three parts. The first and most successful focuses on the emergence and construction of the modern corporation. Particularly noteworthy are the opening essays by Naomi R. Lamoreaux and Colleen A. Dunlavy that examine the development of U.S. corporate law. Both challenge the claim that the corporate form emerged out of functional necessity and both contend that its institutionalization created lasting disadvantages for small and medium-sized businesses. Dunlavy focuses on the changing conception of shareholder voting rights that occurred between 1825 and 1870, when the one-share one-vote principle replaced the idea of equal representation for every shareholder, regardless of stock holdings. Dunlavy argues that this shift, not the emergence of the corporate form per se, was largely responsible for the separation of ownership and control characteristic of large U.S. corporations. Lamoreaux shows that these new principles were especially problematic for smaller businesses when they were disseminated via general incorporation statutes and coupled with the legal doctrine of corporate personhood. Far from attenuating transaction costs and increasing contractual freedom, this combination of factors reduced the ability of many businesses to protect against the opportunistic expropriation of small shareholders' wealth. Together these chapters provide historically nuanced and insightful accounts of the legal development behind the emergence of the modern corporation, emphasizing the contingent, unanticipated, and inertial forces at work in the common law.
The remaining chapters in part 1 are more disparate in focus. Kenneth Lipartito's essay draws parallels between antebellum utopian organizations and the modern corporation, arguing that both gave rise to extreme emphasis on rationalization and bureaucratization. Although Lipartito's argument should be understood as an example of elective affinity rather than the causal relationship he sometimes suggests, it shows the extent to which the impulse to rationalize can itself be rooted in nonrational commitments and taken to irrational extremes. Gerald Berk provides a provocative re-examination of Louis Brandeis's proposed railroad regulation in the early 1900s. Working for the ICC, Brandeis championed scientific management and a complex form of sliding regulation as an alternative to rate-of-return regulation. The thrust of Berk's thesis is to contend that Brandeis's approach amounted to a form of pragmatism that utilized scientific management to standardize cost accounting and establish benchmarking, while relying on decentralized experimentation to discover and disseminate best practice. Although Berk makes a strong, novel case for the economic coherence of Brandeis's approach, he says little about the legal and political impediments it faced.
Part 2 focuses on corporate-state relations in the United States and is more uneven. Louis Galambos argues that the Reagan administration's antitrust reform in the 1980s set the stage for an economic resurgence in the United States. Unfortunately, while distinguishing correlation from causation is notoriously difficult in historical research, Galambos does not even make the attempt. Instead, he simply posits that the economic events of the 1990s and beyond were a direct outcome of 1980s regulatory policies. David M. Hart examines the different ways in which state intervention facilitates technological capabilities in diverse societies. His essay highlights a number of dimensions useful for cross-national comparison, but ultimately it is too general and preliminary in nature to shed much light on this huge and difficult issue. The most successful essay in part 2 is David B. Sicilia's chapter that examines the “political, legal, and rhetorical attack” on U.S. corporations that occurred in the decades after World War II (p. 188). Focusing on the chemical, nuclear, and tobacco industries, Sicilia seeks to locate both the causes of these attacks on corporate legitimacy and the counter-strategies that they invoked. Although the essay is less successful in explaining why such attacks on legitimacy increased during this era, it provides a good overview of how these challenges unfolded and were met.
Part 3 on “The Business of Identity” is the least compelling part of the book. This is partly a matter of taste—this section is probably furthest afield from the concerns of most readers of this JOURNAL. Beyond that, however, the essays remain too preliminary in nature. Charles Dellheim and Juliet E. K. Walker contribute chapters on the positions of Jews and African-Americans, respectively, in corporate America. Both provide overviews and, in Walker's case, statistics that provide a useful introduction to these areas, but neither goes beyond summary nor successfully links their data to corporate dynamics per se. Melissa Fisher and Eric Guthey contribute narratives on “Wall Street Women's Herstories,” and “New Economy Romanticism,” respectively. They provide in-depth description of particular individuals and cases, but, arguably, relatively little generalizable analysis.