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CORPORATION. The three main forms of business ownership are sole proprietorship, partnership, and corporation. In terms of size, influence, and visibility, the corporation has become the dominant business form existing in the United States, Canada, Japan, the nations of Western Europe, and in most other free-market economies.
Origins. The first corporations were towns, universities, and monastic orders in the Middle Ages. They differed from partnerships in that they existed independently of any particular membership, and all assets and holdings belonged to the corporation itself.
A unique feature of corporate ownership was spelled out by the English courts during the 15th century in a legal principle called limited liability. This means that what is owed to the corporation is not owed to the individuals in the group that make up the corporation; and what the group owes is not owed by the individuals that make it up.
Hence, if a corporation goes bankrupt and is sued by its creditors for recovery of debts, the individual members of the corporation are not individually liable. In the United States this feature was further refined by an 1886 ruling of the Supreme Court, in the case of Santa Clara County vs. Southern Pacific Railroad, in which the court ruled that a corporation is to be regarded as a person.
A modern corporation is chartered by a state or nation and owned by individuals or institutions who have purchased shares representing fractions of the firm\'s holdings. Such holdings, called assets, include cash and other securities, equipment, real estate, and any unsold goods manufactured by the corporation. Thus, someone owns part of a corporation only so long as he possesses shares in it. Some corporations are closely held, meaning that all the shares are in the hands of a specific individual or small group and are not traded to the public.
Ownership and control. In the United States in the mid-1980s the 500 largest industrial firms accounted for more than three fourths of the net income of all manufacturing companies. General Motors alone had nearly 700,000 employees. The total assets of such large companies are so great that no one person could own more than a fraction. General Motors has nearly a million stockholders. International Business Machines (IBM) has about 750,000.
Although these stockholders own the company, there is no practical way that such a great number of people could actually operate it on a day-to-day basis. Control of major corporations is in the hands of salaried managers. Control over the managers is exercised by a board of directors elected by the stockholders at annual meetings. (See also Industry.)
Conglomerates. Government regulation, particularly in the United States, attempts to prevent the formation of monopolies, or businesses that totally control a single field of enterprise such as steel, petroleum, or automobiles (see Monopoly and Cartel). Therefore, many corporations have expanded by means of mergers with and acquisitions of businesses in unrelated fields. Such collections of businesses are called conglomerates. For instance, International Telephone and Telegraph achieved its growth by absorbing such companies as Sheraton Hotels, Avis car rentals, the Hartford Insurance Company, Continental bakeries, and others.
Between 1955 and 1980 the top 500 corporations absorbed some 4,500 smaller companies. One problem posed by some mergers is that economic growth does not necessarily result from them, and no new jobs may be created. Acquisitions are sometimes harmful. A small company, for example, may be acquired by a larger one, have its assets drained off, and then be liquidated, causing the loss of jobs, goods or services, and competition.
Multinationals. Another path to growth for many corporations has been expansion abroad. Many have moved production closer to markets by establishing foreign subsidiaries. The German auto manufacturer Volkswagen, for example, built a plant in Pennsylvania. Chrysler Corporation bought Rootes Motors in the United Kingdom and Simca in France.
The growth of multinationals has had both benefits and drawbacks. On the positive side it has tied the world more closely together economically and has helped spur development in poorer nations. It has also increased free-market competition by providing consumers with greater choice in the goods they may buy. Among the drawbacks, especially for American firms, have been a great outflow of money for overseas investment and a net loss of jobs to foreign workers. Some
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Types of business entity, Corporate finance, Legal entities, Corporate law, Conglomerate, Corporation, Mergers and acquisitions, Business, Stock, Rootes Group, Public-benefit corporation, United States corporate law
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