Corporate Proxies: Class Organizing, Law, and Corporate Power in Delaware and the United States Until the New Deal

This paper examines how, between 1899 and 1930, Delaware rose to become a dominant producer of corporate charters, addressing this historical change as a process of both class and institutional formation. Positing that a group of lawyers, judges, bureaucrats, businessmen, and politicians organized to form a unique and strategic interest group, the paper points to legal and institutional transformations that this coalition brought forth, which preceded the structural reconfiguration of incorporation. The paper's primary focus is the genesis and fallout of the General Corporation Law of Delaware. Though Delaware's success as a home for corporate interest has been credited to the fall of New Jersey after the passage of a set of antitrust laws -- "Seven Sisters Act" -- in 1913, this paper instead argues that Delaware was, if not uniquely positioned, uniquely motivated to take up the mantle of New Jersey. Managerial and political actors mobilized around class interests to build pro-corporate legal and social institutions with existing frameworks. Focusing on an interconnected network of actors, the paper examines how innovations in legal technology – notably corporate personification – produced structural transformations that institutionalized the managerial function. Homing in on corporation service companies/charter trust companies, the paper details how they allowed corporations to outsource the work of incorporation, and their legitimation by the state, to the charter trust company. Further, it examines the charter trust company's use of legal proxies to illustrate how corporate personalities were distanced from real ties to their state of incorporation. This legal transformation insulated corporations from scrutiny in their direct contact with the state. Fundamentally, the paper argues that this network of corporate-adjacent political and managerial actors in Delaware invigorated corporate interest and created a stable local system for the national corporation.