Page:Harvard Law Review Volume 2.djvu/167

 HARVARD

LAW REVIEW.

VOL II. NOVEMBER 15, 1888. No. 4.

HISTORY OF THE LAW OF BUSINESS COR- PORATIONS BEFORE I Boo.

II.

{Concluded,)

THE fundamental difference in the constitution of business corporations from the earlier forms which preceded them is the joint-stock capital, and most of the law peculiar to this class of corporations relates to that difference, and the consequences which follow from it. From motives of convenience it early became customary to divide the joint stock into shares of definite amounts. The nature of the interest which it was conceived the holders of such shares possessed, and their rights and duties among themselves and against the corporation, so far as these were settled or discussed by the courts before the present century, will now be treated.

The most accurate definition of the nature of the property acquired by the purchase of a share of stock in a corporation is that it is a fraction of all the rights and duties of the stockholders composing the corj>oration.^ Such does not seem to have been the clearly recognized view till after the beginning of the present century. The old idea was rather that the corporation held all its property strictly as a trustee, and that the shareholders were,

1 Lowell, Transfer of Stock, § 4.