The Background of Modern American Business Law

2017 J. Juris. 93

36 Pages Posted: 5 Jul 2017

Date Written: July 1, 2017


This is an attempt to introduce lawyers trained in the civil law tradition about the unique features of the common law and equity traditions that influence American business entity law. The approach is historical, and traces the development of equitable ownership and equitable duties to the 14th century. It also introduces the uniquely English notion of the Internal Affairs Rule as the source of jurisdictional competition and innovation in the American system. It then proceeds with a more conventional discussion of the operation of American laws governing business entities.

Keywords: Corporations, Equity, Fiduciaries, History

JEL Classification: K22, N80

Suggested Citation

Carney, William J., The Background of Modern American Business Law (July 1, 2017). 2017 J. Juris. 93, Available at SSRN:

William J. Carney (Contact Author)

Emory University School of Law ( email )

1221 Fairview Road, N.E.
Atlanta, GA 30322
United States
404-373-7198 (Phone)
n/a (Fax)

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