영국 주식회사제도의 발달 연구 - 19세기 주식회사제도의 발달지연과 특색

The history of English Company Law and that of United States has been rarely studied in the Republic of Korea, although both are forefathers of the Korean Corporation Law. Due to Bubble Act of 1720 unincorporated-unregistered companies were flourished in U.K., because the U.K.Government hesitated to give charter to incorporate companies and people also did trust neither stock nor stock companies as the aftermath of the collapse of South Sea Company. The Bubble Act was repealed in 1825. In 1844 the Joint Stock Companies Registration Act was enacted. Nevertheless, unincorporated-unregistered companies were still popular. Lawyers invented a form of joint stock companies organized under a Deed of Settlement. The Deed of Settlement was a contract under which the members were the owner of the company and were personally liable for obligations of the firm without limitation of liability. Even the incorporated-registered companies under the 1844 Companies Registration Act have the same position as the member of the unincorporated-unregistered companies. Already in eighteenth century, the term “private company” was in use distinguishing from public companies incorporated by charter or statute. In 1955 the Limited Liability Act was enacted but this Act and other Acts concerning companies were repealed and consolidated in the Joint Stock Companies Act, 1856. The Companies Act of 1908 first gave a statutory definition of “private company” and distinguished it from other forms of companies. Traditionally, Companies in U.K. were emerged from “contract”, whereas in the United States corporation was incorporated by statute. As a result, the stockholder of English companies perceive themselves as the owner of the company and liable for the obligation of the company as the owner of the company. Even today, the incorporators of a company must provide their limited liability in the articles of association if they want to enjoy limited liability. “Unlimited” means that the incorporators will be liable for all losses and debts under the general principles of civil law. In U.K., shareholder primacy is still dominant and the manager of the company should consider the stakeholder as a vehicle to enlighten shareholder value. Therefore, controversies over the corporate social responsibility are not really activated in England yet.