30+mba-第41部分
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claim to have been the first in the field with a patent system。 In about 1200
Venice granted 10…year monopolies to inventors of silk…making devices； and
in 1444 published the text of the oldest patent law in the world； officially
announced as ‘Inventor Bylaws’。 However； Britain can claim to have the
longest continuous patent tradition in the world。 Its origins can be traced
back to the 15th century； when the Crown started making specific grants of
privilege to manufacturers and traders。
Such grants were signified by Le。。ers Patent； open le。。ers marked with
the king’s Great Seal。 Henry VI granted the earliest known English patent
for invention to Flemish…born John of Utynam in 1449。 The patent gave
John a 20…year monopoly for a method of making stained glass； required
for the windows of Eton College； that had not been previously known in
England。
Two important legal conditions were established that apply today：
。 The famous patent of Arkwright for spinning machines was not allowed
for the lack of an adequate specification in 1785； a。。er it had been
in existence for 10 years。
172 The Thirty…Day MBA
。 Wa。。’s 1796 patent for steam engines established the important principles
that valid patents could be granted for improvements to an existing
patented device。
The Japanese took an interesting approach to the subject。 Because at the
time there was a tendency to abhor new things； a ‘Law for New Items’ was
proclaimed in year 6 of the Kyoho Era （1721）。 It was not until 1885 that
the Japanese Patent Office was up and running。 The first patent applied
for was a patent for ‘Ho。。a’s Method for Rust Stopping Paint and Painting
Method’； applied for by Zuishou Ho。。a。 The Chinese Patent Office opened
in 1985。 The late opening of the munist and former munist patent
offices was due to their philosophical reluctance to accede private property
rights。
Stock markets
The need for stock exchanges developed out of early trading activities
in agricultural and other modities。 During the Middle Ages； traders
found it easier to use credit that required supporting documentation of
dra。。s； notes and bills of exchange。 The history of the earliest stock exchange；
the French stock exchange； goes back to the 12th century when transactions
occurred in mercial bills of exchange。 To control this budding market；
Phillip the Fair of France （1268–1314） created the profession of couratier de
change； which was the predecessor of the French stockbroker。 At about the
same time； in Bruges； merchants began gathering in front of the house of
the Van Der Buerse family to engage in trading。 Soon the name of the family
became identified with trading and in time a ‘bourse’ came to signify a stock
exchange。 At the same time； stock exchanges began to materialize in other
trading centres like the Netherlands （Amsterdam Bourse） and Frankfurt
（the Deutsche Stock Exchange； formerly the B。rse）。
In 1698； when one John Castaing in ‘Jonathan’s Coffee…house’ in Exchange
Alley in the City of London began publishing a list of stock and modity
prices called ‘The Course of the Exchange and other things’； the business of
stock exchanges really got under way。 By 1761 a group of 150 stockbrokers
and jobbers had formed a club at Jonathan’s to buy and sell shares。 In 1773
the brokers erected their own building in Sweeting’s Alley； with a dealing
room on the ground floor and a coffee room above。 Briefly known as ‘New
Jonathan’s’； members soon altered the name to ‘The Stock Exchange’。
It was not until 1791 that the United States had its first bourse when
the Philadelphia traders organized a stock exchange。 The following year；
21 New York traders agreed to deal with each other under a bu。。onwood
tree on Wall Street。 By 1794 the market had moved indoors。 India’s premier
stock exchange； Bombay Stock Exchange （BSE）； can also trace its origin
Business History 173
back as far as 125 years when it started as a voluntary non…profit…making
association。 In the 1870s； a securities system was introduced in Japan and
public bond negotiation began。 This resulted in the request for a public
trading institution； and the ‘Stock Exchange Ordinance’ was enacted in
May 1878。 Based on this ordinance； the ‘Tokyo Stock Exchange Co。； Ltd’
was established on 15 May 1878 and trading began on 1 June。
These early stock exchanges were gentlemen’s clubs governed only by
a few house rules。 Trading rarely started before 10。30 and was over by
15。30。 No records were filed； no rules governed the case of a trader who
could not deliver what he had sold and nothing prevented prices being
manipulated。
Limited liability panies
From the earliest trading times to the present day； the most popular legal
structure under which to operate has been as a sole trader； which in effect
means every man for himself。 In the beginning； a merchant always risked
his own money； if he had any to invest： if he travelled； as most did； he risked
his life on the journey。 The caravan trade of Asia； Asia Minor； and North and
Central Africa ploughed their way through the sands that separated distant
cities and seaports。 The largest caravans prised thousands of camels
and required careful administration。 They also stimulated people to band
together in partnerships； pooling protection costs and profits to spread the
risks。 The partnerships would usually last only for the particular journey。
Later on； older merchants who had made money from earlier ventures
could join such expeditions by pu。。ing up money； without the hardship of
making the trip themselves。 This could be seen as an early form of limited
partnership。
As the ventures became more costly and of longer duration； partnership
structures of fixed duration between 1； 3 or 5 years became mon； with
an ever…increasing range of partners with differing shares in the venture。 To
add to the plications these partners could join and leave； perhaps for
no more sinister reason than death； at different times。
The concept of limited liability； where the shareholders are not liable； in
the last resort； for the debts of their business； changed the whole nature of
business and risk taking。 It opened the floodgate； encouraging a new generation
of entrepreneurs to undertake much larger…scale ventures without
taking on themselves all the consequences of failure。 As the name suggests；
in this form of business liability is limited to the amount you contribute
by way of share capital and； in the event of failure； creditors’ claims are
restricted to the assets of the pany。 The shareholders of the business are
not normally liable as individuals for the business debts beyond the paidup
value of their shares。
174 The Thirty…Day MBA
The concept itself can be traced back to the Roman Empire； where it
was granted； albeit infrequently； as a special favour to friends for large
undertakings by those in power。 The idea was resurrected in 1811 when
New York State brought in a general limited liability law for manufacturing
panies。 Most US states followed suit and eventually Britain caught
up in 1854。 Today； most countries have a legal structure incorporating the
concept of limited liability。
Business law
。 Forms of business
。 Employing staff
。 Innovation issues
。 Tax legalities
。 Trading regulations
。 Rules on mergers and acquisitions
Some business schools take law very seriously； for example； at Northwestern
University’s Kellogg School and George Washington University；
MBA students can take a joint MBA and JD （juris doctor）； the basic professional
degree for lawyers。 Babson in Wellesley； Massachuse。。s has law
as one of its core subjects。 Penn State； on the other hand； offers only an
optional module in the second year on ‘Business Law for Innovation and
petition’。
Nevertheless； lawyers dominate big businesses in the United States and
both Congress and the Senate。 In the UK around 12 per cent of MPs are
either barristers or solicitors； the largest professional grouping in the House
of mons。 Other than very large businesses； it is not usual to have either
a qualified lawyer or a legal department in businesses in the UK。 Such
services are usually bought in on either a contractual or ad hoc basis。 Law
is an imprecise field。 As Henry L Mencken； the American journalist and
critic； so succinctly expressed it： ‘a judge is a law student who marks his
own examination papers’。
The plexity of mercial life means that； sooner or later； you will
find yourself taking； or defending yourself against； legal action。 It may be a
contract dispute with a customer or supplier； or perhaps the lease on your
premises turns out to give you far fewer rights than you hoped。 A former
employee might claim you fired them without reason。 Or the Health
and Safety Inspector will call and find some aspect of your machinery or
working practices less than satisfactory。
6
176 The Thirty…Day MBA
Ignorance does not form the basis of a satisfactory defence； so every MBA
needs to know enough law to know when they might need legal advice；
however high their standard of ethics and social responsibility may be。
CORPORATE STRUCTURES
As an MBA it’s highly likely that you will be working for a conventional
pany； private or public （see Chapter 2 for more on public panies）。
There are； however； a number of distinct forms that a business can take； the
choice of which depends on a number of factors： mercial needs； financial
risk and the need for outside capital。
Each of these forms is explained briefly below； together with the procedure
to follow on se。。ing them up。 You can change your ownership status
later as your circumstances change； so while this is an important decision it
is not a final one。
Sole trader
Over 80 per cent of businesses start up as sole traders and indeed around
55 per cent of all businesses employing fewer than 50 people still use this
legal structure。 It has the merit of being relatively formality free and； unless
you intend to register for VAT； there are few rules about the records you
have to keep。 There is no requirement for your accounts to
