Posted: July 28th, 2016 | By: Lawrence Solum
Professor Andrew Verstein published his paper, “Enterprise Without Entities,” on Social Science Research Network on July 24, 2016. The abstract, which follows, was also posted in the Legal Theory Blog entry, “Vertsein on Business without Organizational Law,” by Lawrence Solum on July 27, 2016.
Scholars and practicing lawyers alike consider legal entities to be essential. Who can imagine running a large business without using a business organization, such as a corporation or partnership? This Article challenges conventional wisdom by showing that vast enterprises – with millions of customers paying trillions of dollars – often operate without any meaningful use of an entity.
This Article introduces the reciprocal exchange, a type of insurance company that operates without any meaningful use of a legal entity. Instead of obtaining their insurance from a common nexus of contract, customers directly insure one another through a web of countless bilateral agreements. While often overlooked or conflated with mutual insurance companies, reciprocal exchanges include some of America’s largest and best known insurance enterprises.
This Article explores how it is possible to run an international conglomerate with essentially no recourse to organizational law as it is normally conceived, and then draws out the important implications of these findings. The viability of reciprocal exchanges stands as a powerful foil to the academic consensus that legal entities are somehow essential, while nevertheless validating the underlying logic that led scholars to elevate entities in the first place.