♦ CHAPTER TWO ♦
From Street Fights to Empire
The British roots of the American corporation (1267-1773)

THE YEAR WAS 1267, and blood flowed in the muddy streets of London. A dispute between two guilds—the Goldsmiths and the Tailors— had escalated until it turned into armed conflict. The issues that led to the fighting are not recorded, but history does tell us that over five hundred men were involved, including members of the Clothworkers’ Guild and the Cordwainers’ Guild, and that many were injured or killed.

Such rumbles broke out from time to time among the scores of craft guilds that had arisen during the thirteenth and fourteenth centuries. In 1340 it was the Skinners fighting the Fishmongers in the Cheapside district of the city. In 1378, the Goldsmiths attacked the Grocers. Though bloody, those conflicts were both mere skirmishes compared with the all-out war of the 1390s, when a grand alliance consisting of the Drapers, the Mercers, the Tailors, the Goldsmiths, the Saddlers, the Haberdashers, and the Cordwainers went to battle against the Fishmongers and the Victuallers. The issues were a complex blend of the lofty and the mundane, including fish prices and the religious teachings of John Wyclif.

What, if anything, do these quaint-sounding medieval guilds and their conflicts over obscure and long-forgotten issues have to do with today’s goliaths—General Electric, Microsoft, Merck, Wal-Mart, and so on? The Skinners, Fishmongers, and Haberdashers of the late Middle Ages did not yet display the particular features that would allow us to call them corporations. They were not unified businesses, but rather umbrella groups for the members of particular crafts. Yet already, some seeds of the corporation can be seen in them.

One such seed was a tendency toward exclusion and hierarchy as organizing principles. Even by the fourteenth century, the craft guild had moved a considerable distance from its communal roots in a Saxon tribal institution known as the frith gild, an association that included both men and women and served a variety of protective, religious, and mutual-aid functions. Medieval craft guilds had originally been “commonalities,” in which all members were equal. But over time a stratification occurred, with the elite members of each guild assuming uniforms known as liveries. In time, nonliveried members were shut out entirely, and eligibility for membership was determined not by competency at a craft but by ability to pay a fee of capital. Among the London guilds, a strict ranking developed. Twelve became known as the “great livery guilds,” with the Mercers occupying the top slot, followed in order of prestige by the Grocers, the Drapers, the Fishmongers, the Goldsmiths, the Skinners, the Merchant Tailors, the Haberdashers, the Salters, the Ironmongers, the Vintonners, and the Clothworkers. Scores of other guilds were known as the “lesser livery guilds.”

Guilds didn’t just fight—they also feasted. At one feast in 1516, the Drapers entertained the mayor and the sheriffs with “brawn and mustard, capon boiled, swan roasted, pike, venison baked and roast; jellies, pastry, quails, sturgeon, salmon, wafers and hippocras … six sheep, a calf, forty gallons of curds … swan’s puddings, a neck of mutton in pike broth, two shoulders of mutton roast, four conies, eight chickens, six pigeons, and cold meat plenty.”

Indeed, centuries after guilds such as the Skinners, Salters, and Long-Bow Stringmakers had outlived their economic functionality, many of them lived on as vehicles for networking and socializing. (Lately, the guilds have been rediscovered by London’s young professionals, who have been forming new ones at a record pace, with names such as the Worshipful Company of Information Technologists, the Worshipful Company of Management Consultants, and the Worshipful Company of World Traders. A glance at the online social calendar for the Worshipful Company of Environmental Cleaners showed that its members were busily engaged in preparations for the annual Inter-Livery Clay Pigeon Shoot, the Inter-Livery Bridge Competition, the Installation of Masters, and the Lord Mayor’s Show, in addition to the regular practice sessions of the guild’s own Golfing Society.)

The nature of life in medieval times was such that the social, the religious, the economic, and the political spheres were fully mixed. Each guild had its own patron saint and altar. For example, the Fraternity of Pepperers, which begat the Grocers’ Company in 1373, which in turn begat the Turkey Company in 1581 and the East India Company in 1600, maintained an altar in the Church of Saint Antonin and paid a priest to pray for the souls of past members. Since London had no police force, guilds also played a role in maintaining public order. As early as the thirteenth century, the guilds controlled the city government of London. They elected the mayor, who was known as the “master of all the companies.” But despite their power, the guilds could not always rest secure, because their relationship with the British monarchy was complex and at times tense.

The main reason for that tension was the revenue needs of the throne. By the 1500s, Parliament had gained control over taxation, and the English monarchs were scrambling to develop independent sources of revenue that did not rely on parliamentary approval. One obvious source, especially in time of war, was the wealth of the livery guilds. For example, during the war between England and Spain, it was the Grocers’ Company, among others, that financed the ships that defeated the Spanish Armada.

During peacetime, sales of land were a primary avenue of royal revenue, but that source was exhausted by 1685. Another revenue source, employed by both Elizabeth I and James I, was to call in all the guilds’ charters for renewal, not because they needed renewal but merely to create an opportunity for collecting fees. Similarly, royal revenue was generated by sales of monopolies, a term that had a somewhat different meaning than it does today. Rather than giving the owner exclusive control over producing a product, a monopoly—also called a “searching and sealing patent”—signified authority over verifying the quality of a certain product. Given the advantages inherent in controlling such a function, it is no wonder that gifts or sales of monopolies to nonguild members provoked bitter opposition from the guilds. In 1580, when Queen Elizabeth attempted to grant a monopoly on the gauging of beer to one of her court favorites, the Brewers’ Guild mounted a fierce campaign to dissuade her. Similarly, when one Edward Darcy obtained the right to approve and stamp all skins, his monopoly sparked a rebellion by the Leathersellers.

Despite the objections of the guilds, sales of monopolies became a major source of royal revenues in the sixteenth and seventeenth centuries. In 1623, Parliament passed the Statute of Monopolies, intended to halt the practice, but Charles I exploited loopholes in the act and managed to raise £100,000 per year from selling monopolies. In time, the practice ceased to be an effective source of revenue because there were limits to how far even a king could go in selling off smaller and smaller slices of economic activity.

Meanwhile, as the livery guilds continued to joust with the monarchy over who would ultimately control the innumerable revenue streams produced by the English economy, growing international trade had begun to transform some of the guilds into the first actual business corporations. In 1505, the Mercers’ Guild spawned the “Guild or Fraternity of St. Thomas à Becket,” also known as the Merchant Adventurers, organized to conduct trade with Holland and Germany. The Merchant Adventurers represented a transitional form; it was still a guild but it was beginning to show a few of the characteristics of the trading companies that would subsequently define the first true corporations. Like a traditional guild, the Merchant Adventurers functioned as an umbrella for a group of independent traders rather than as an organized entity. Financially, each trader operated as a stand-alone entity, raising his own capital and keeping his own separate set of books. But some common operations were beginning to emerge as well. Certain types of infrastructure, such as wharfs, convoys, and overseas embassies, were used by all the members of the Merchant Adventurers, and this shared infrastructure needed to be developed jointly and financed out of pooled capital. This was the starting point for one of the key features that distinguished corporations from guilds: the pooling of capital.

The 1500s and 1600s saw the formation of a number of trading companies (see Table 2.1). For nearby locations such as Spain, the Baltic Sea, and France, the organizational model established by the Merchant Adventurers worked well. Thus, in the Spanish Company, the Eastland Company, and the French Company, each member maintained his own separate capital. But as new geographic discoveries and innovations in shipbuilding and navigation made it possible for voyages to range beyond the coastal areas of Europe to more distant regions, such as Russia, Turkey, West Africa, and China, it became more practical for the merchants to pool their resources.

The typical voyage was unsuccessful, but now and then a ship would return with cargo that generated fabulous returns. Trade was not the only way these expeditions generated revenues—outright piracy was often part of the equation. In 1587, one of Sir Francis Drake’s expeditions stumbled on a Portuguese galleon and promptly seized it. The cargo turned out to be worth £100,000, and investor enthusiasm for further expeditions soared.

Source: Ron Harris, Industrializing English Law (Cambridge: Cambridge University Press, 2000), 52.

As in a venture capital fund that finances high-risk opportunities with potentially high returns, the steepness of the “risk-reward curve“ made it logical for the financial backers of such voyages to spread their capital across multiple rolls of the dice. To increase their chances of success further, the investor groups sought grants of exclusive access to particular regions, bringing the notion of exclusivity to its apex—the gene of violent organization grafted onto the chromosome of peaceful trade. Inside the boundaries of their designated regions, they deployed private armies and police, waging war against rivals and imprisoning miscreants.

Thus was born the “joint-stock company,” the form used by large corporations today. This method of pooling capital was briefly attempted by the Russia Company, which was chartered in 1553, and was also used during the first two decades of the Turkey Company’s existence. But it was most fully developed by the British East India Company. Initially, this company raised capital one voyage at a time; next, it tried raising capital for limited periods of eight to fifteen years. In 1613, the company issued its first permanent stock, and by 1650 that method of raising capital became the norm, with profits periodically divided among shareholders.

With pooled capital, the corporation for the first time became a single unified entity rather than a federation of independent merchants. This internal consolidation made the joint-stock corporation ideally suited for the emergence of a key defining principle of the corporate form: the idea that a corporation represents a separate legal identity from its owners. Essentially, a corporation is a deal between the state and a group of people to which the state says: “You can create a separate entity and do business under that name, and the law will deal with the entity rather than with you as individuals.” What made the separation even more significant is that shares in joint-stock companies could be sold to third-party investors.

The separation of the legal identity of the corporation from that of its owners had a profound impact in many ways, opening up the possibility of such corporate characteristics as corporate immortality (which doesn’t mean, of course, that a corporation is immune from extinction, but merely that it is not constrained by the finite life spans of its mortal owners) and limited liability (the ability of owners to escape responsibility for corporate errors, misdeeds, and debts). Of course, neither immortality nor limited liability were inevitable features of joint-stock companies. Indeed, as we’ll see in chapter 5, both of those features were deliberately withheld from corporations in the United States in the decades prior to the Civil War.

BESIDES PIONEERING the use of joint-stock capital and limited liability, the East India Company is historically significant because, quite simply, it was the most powerful corporation that has ever existed. Imagine a private company so unaccountable that it conducts its own criminal trials and runs its own jails, so dominant that it possesses an army larger than any other organized force in the world, and so predatory that for more than two centuries it squeezes the economy of the richest country in the world until observers report that some regions have been “bled white.” The king is dependent on periodic “loans” from the company. A third of Parliament owns stock in it, and a tax on its tea constitutes 10 percent of the government’s revenues. A 250,000-man army (twice the size of Britain’s) fights the company’s wars, and the four out of five soldiers in that army who are “sepoys”—that is, Indians—are kept in line by such punishments as “blowing away,” strapping an offending soldier across the mouth of a cannon and then firing the weapon.

At the time of the American Revolution, the British East India Company was nearly two centuries old, having received its charter on December 31, 1600, via a signature by Queen Elizabeth. “The Company of Merchants of London trading into the East Indies,” as it was formally known—or simply “The Company”—received the largest grant of any of the trading companies: everything east of the Cape of Good Hope. Despite the queen’s largess, the company’s early years were difficult. A rival group of Dutch investors had gotten a head start and had access to ten times more capital than the English. In 1623, the Dutch captured ten employees of the British East India Company in Indonesia, tortured them on the rack, and executed them. Reluctantly—since Indonesia (known in those days as East India) was considered a more lucrative source for trade goods than India—the English retreated to the safer shores of India, whose coastline was large enough to absorb the trading settlements of multiple European powers.

India in the seventeenth and eighteenth centuries was a patchwork of small kingdoms engaged in constantly shifting alliances. Officially, the Mogul empire extended across vast regions, but its actual authority was tenuous. Within this web of politics and intrigue, the East India Company sought alliances with various Indian princes and conducted military campaigns to outflank its European rivals. At the same time, the company’s own employees sometimes became the enemy. Consider the case of Samuel White, who came to India in 1676 at an annual salary of £20. White developed a colorful side business: using company ships to transport elephants for the king of Siam. Eventually, he added to that the job of fortifying a port that the king intended to make available for the French, who happened not only to be allied with Siam but also were perpetual rivals of the British.

Using the small fleet of ships that he had armed for the king of Siam (directly against the interests of the East India Company), White proceeded to betray both of his employers by declaring his own private war on the kingdoms of Burma and Hyderabad. He seized ships belonging to those states and sold their cargoes as his own private property. In a two-year period, White’s extracurricular activities earned him over £30,000, a vast fortune for the times.

White was hardly the first employee of the East India Company to engage in the forbidden activity of “free trading.” He just happened to be one of the more audacious and successful. Though the local administrators of the company in India tended to overlook such activity as long as it did not interfere too greatly with the company’s own revenue streams, the attitude of the central management was considerably harsher, as vividly described by historian Ramkrishna Mukherjee:

Sir Josiah Child, as Chairman of the Court of Directors, wrote to the Governor of Bombay, to spare no severity to crush their countrymen who invaded the ground of the Company’s pretensions in India. The Governor replied, by professing his readiness to omit nothing which lay within the sphere of his power, to satisfy the wishes of the Company; but the laws of England, unhappily, would not let him proceed so far as might otherwise be desirable. Sir Josiah wrote back with anger: That he expected his orders were to be his rules, and not the laws of England, which were a heap of nonsense, compiled by a few ignorant country gentlemen, who hardly knew how to make laws for the good of their own private families, much less for the regulating of companies, and foreign commerce.

Eventually, the company sent a ship to escort White back to the port of Madras, where he would presumably be tried and imprisoned. Under cover of night, he slipped away from the escort and sailed to the Siamese port of Mengui, where he stopped just long enough to inform the Siamese that the escort ship “had come to seize the town.” In response, the Siamese attacked the British, killing some eighty Englishmen.

Even more impressive than White’s talent for evasion was his sense of timing. By a stroke of luck, the arrival of his renegade ship in London coincided with the flight from the throne of James II, a supporter of the East India Company. His successors, William and Mary, placed more power in Parliament, which at that time was in a mood against the company. Judging the temper of the times to be favorable, White sued the East India Company for £40,000, but his luck had finally run out. Before the case came to trial, he died.

White’s story provides a glimpse into an era when corporate enterprise was not yet fully cloaked in legitimacy. If White’s behavior was barely a step above piracy, the same could be said for the company itself. Indeed, as the British gradually succeeded in outmaneuvering their opponents and taking over larger and larger portions of the Indian subcontinent, income from trade was dwarfed by revenues gained from taxing crops and local crafts by way of a middle stratum of tax collectors, fee assessors, and mandated buyers of crops and goods.

Far from enhancing the prosperity of areas under its umbrella, Pax Brittanica, by all accounts, proved highly ruinous to the unlucky inhabitants of India. In 1773, a parliamentary committee investigating the East India Company wrote, “In the East, the laws of society, the laws of nature have been enormously violated. Oppression in every shape has ground the faces of the poor defenseless natives; and tyranny in her bloodless form has stalked abroad.”

In the same year, an anonymous pamphleteer wrote, “Indians tortured to disclose their treasure; cities, towns and villages ransacked, jaghires and provinces purloined: these were the ‘delights’ and ‘religions’ of the Directors and their servants.”

To guard its own revenues, the East India Company issued edicts prohibiting local trading or the development of local industries. Typically, the extraction of revenues exceeded sustainable levels to the point where entire regions became economically broken and socially ruined—reduced from relative health to destitution.

Table 2.2 shows the devastation suffered by India’s manufacturing sector, and the corresponding ascent of Britain’s from 1750, shortly before the East India Company extended its control over most of the subcontinent, to 1880, two decades after Parliament finally terminated the company’s charter and converted India into a formal colony.

Source: Paul Kennedy, The Rise and Fall of the Great Powers (New York: Vintage Books, 1989), 149.

Although the impact of the East India Company on India can generally be compared to a process of slow bleeding, its effect inside England was to create a perpetual struggle that corrupted Parliament and produced fierce conflict in the monied classes. Within months of the first issuing of the East India Company’s charter, wealthy interests not included among the two hundred owning families initiated action in Parliament to nullify the franchise. In a pattern that was to repeat itself over the next two centuries, the company’s representatives responded by bribing members of Parliament and providing open-ended loans to the monarch. In 1709, the company’s rivals finally won out, gaining authorization to replace the East India Company. The British government ordered the old company to relinquish its stations in India to the new company. But the order proved impossible to enforce on the ground. In a standoff, the old company ordered its agents to stay at their posts, and eventually the new franchise had no choice but simply to merge with the old one. It was as though nothing had happened.

AS FOR THE OTHER TRADING COMPANIES, they had already begun to collapse, one at a time, unable to ward off the encroachments of independent merchants. In 1606 the Spanish Company vanished; in 1667 the French Company; in 1689 the Eastland Company and the Merchant Adventurers; in 1750 the Royal African Company; in 1752 the Levant Company. The demise of the Royal African Company, whose initials were branded on the chests of thousands of men, women, and children, was typical. Despite government backing and participation by numerous prominent Englishmen, the RAC could not outmaneuver the smaller, family-owned slaving enterprises such as the Browns of Rhode Island and the Hobhouses of Bristol.

The East India Company defied the trend, becoming increasingly wealthy and politically influential throughout the eighteenth century as it gradually assumed control of most of the Indian subcontinent and then began expanding its ambitions even farther, toward China and America. Inevitably, those ambitions led to conflict and even war. The Opium War in China, which led to the acquisition of Hong Kong, was the result of a standoff between the government of China and the East India Company over the company’s shipments of opium into southern China. And in the American colonies, as we’ll see in chapter 4, an attempt by the East India Company to expand its tea business at the expense of independent American merchants in ports like Boston, Philadelphia, and New York was a principle cause of the merchant-led rebellion known as the Boston Tea Party.

Yet despite the crucial role played by the East India Company in British politics and the events that precipitated the American Revolution, there are other aspects to the story of how British corporations affected the politics and culture of pre-revolutionary America. Of these, the most striking example is the brief and tragic story of the Virginia Company.