Roman Business Associations, by Andreas M. Fleckner, Max Planck Institute for Comparative and International Private Law, forthcoming in Roman Law and Economics, ed. Giuseppe Dari-Mattiacci.
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Abstract
Roman businessmen could choose between three legal forms for joint business ventures: the societas, the societas publicanorum, and the peculium of a commonly held slave. None of these forms led to larger firms with publicly traded shares. The high level of instability is one of the key explanations: it was difficult under Roman law to commit capital in the long term and finance capital-intensive enterprises. Thesocietas was inevitably liquidated following numerous dissolution events. Members could withdraw their money at any time; their private creditors were not barred from seizing common assets. The peculium was even more unstable: in addition to the dissolution events of the societas, the joint venture came to an end and all peculiumitems reverted back to the masters if the commonly held slave died. The societas publicanorum developed into a more stable institution over time. During the same period, however, its business almost disappeared. Why did Roman law fail to provide organizational forms that allowed businessmen to form large associations and commit capital in the long term? A closer analysis of Roman society suggests that reservations in the social and political setting rather than economic factors or oddities of Roman legal doctrine caused business associations to remain small and unstable. This is an important lesson from history, both for the theory of the firm and for the role that law plays in it.
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