Don't get all metaphysical on me ... I just waddled over to my stacks again, pulled out Arie de Geus, The Living Company (1997), dusted it off, scanned the table of contents, yep, the buzz of the next twenty years in four chapters, pp 234.

• Learning


• Persona (Identity)


• Ecology


• Evolution

Progress!

Diversity is the key to economic and political evolution.

CASE: Schnall and Adamji (plaintiffs) v. Chessick (defendant) and
Restaurant.Com, Inc. a Deleware Corporation, (defendant and nominal defendant)

ADAMIJ was employed a/o 2004, establishment date of business, in capacity of CIO. SCHNALL is one of "original investors and shareholders", ie. no earlier than 2004. Both own common stock in the company. Here "company" and "corporation" are synonymous; "stock," "security," "equity" are synonymous contract instruments, designating owner interest in the going concern (the "company"). Restaurant.com, Inc. stock is not publicly traded; the company stock is "closely held" or "privately owned". Plaintiffs' brief, defendant's filing with the SEC for Regulation D exemption (2012), SEC Regulation D and IL Sec. of State summary of same under IL securities trading law support this conclusion: "In Illinois, all sales to Illinois residents within the immediately preceding 12-month period must have been made to not more than 35 persons or have involved an aggregate sales price of not more than $1,000,000." Thus are established maximum number of interested parties and total face value of shares created and distributed 2004, 2012, and any time thereafter.

WHEREAS plaintiffs' brief does NOT allege CHESSICK sold stock to any one who are not accredited investors; plaintiffs' brief neither confirms nor denies distribution of profit to shareholders at any time, 2004 - 2012; plaintiffs' brief does not refer to company by-laws stipulating fiduciary duties and other obligations of company officers; plaintiffs' brief does not identify a board of directors, its members by name, or any individual, designated hiring authority responsible for hiring CHESSICK; plaintiffs' brief does not refer to any employment contract, all terms and conditions inclusive, accepted by therefore contravened by CHESSICK (2012); and plaintiffs' brief does not allege fraud by violation of Regulation D or other means by CHESSICK, one may wonder that none considered investing a portion of their salaries and income in preferred shares as had CHESSICK.

Why did "shareholders", plaintiffs, assume the alias of the company, "nominal defendant"?
In your deliberations (facts unknown notwithstanding) consider US ferangi rules of incorporation noted above --cognates, dualism, diversification.

Diversity is the key to economic and political evolution.

Thanks for providing this, although I started reading it with a certain prejudice acquired from having read many similar efforts to describe market failure through the ages or reconcile economic and financial ('pecuniary' is Veblen's magic word) strategies to accumulate wealth without even questioning centuries of capitalist indoctrination (rooted in private property), much less de facto and de jure sanctions of the state that absolutely prune the scale and scope of the market "behavior" of individuals and "corporations".

I'll finish it this evening and leave an historical example of "agency dilemma" that caught my attention again last night after an encounter with a UID extolling the virtue of bitcoin ("store of value") by comparison to gold and fiat but not quite slaves and "miners".

GENOA, 12th - 15th cen. CE "triangle trade" terminal of slaves, precious metals, and finance spanning west Africa to China. Have you never wondered how Europe accumulated gold reserves given its deposits are negligible? I settled on two abridged references.

Genoa, 'La Superba': The Rise and Fall of a Merchant Pirate Superpower

In 1266 the Mongol leaders of the Golden Horde ceded Caffa to Genoese, and Tana (on the Sea of Azov) to both the Genoese and Venetians. ... Unsurprisingly, Caffa was to host one of Europes largest slave markets. Genoa was tapping directly into major trade routes thousands of miles long, and linking them with the rapidly developing European economy. It was the medieval invention of globalisation.

Medieval Italy: An Encyclopedia

Overseas trade, Genoa's economic backbone, relied on three types of contracts: the commenda, the societas, and the sea loan.[...]It neede commercial privileges in Latin Syria and obtained these by aiding the crusades; it also neede treaties with the Byzantines, who still controlled access to the Black Sea.* [...] Early in 1252, Genoa introduced the first reaular gold coinage in the west, narrowly edging out Florence. By then Genoa dominated trade in the Greek islands and rivaled Pisa and Venice in the crusader states, and Egypt remained the heart of the eastern trade.* [...] Genoa's galleys, unlike those of Venice, remained completely private ventures. Because of vast war debts, the popular regime under Guglielmo Boccanegra had to reorganize the commune's finances, which relied heavily on excise taxes, a modest tariff, and borrowing during wartime. ...A precocious market in public securities developed as new laws allowed creditors to sell shares.

() Anatolian, Balkan, Chinese gold deposits still among largest reserves today.
(**) actually, trans-continental Muslim trade, well-documented in Arabic literature, to Ghana/Benin for gold bullion and dust, still among largest reserves today.

Diversity is the key to economic and political evolution.