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INSTITUTIONAL SUPPORT OF THE FIRM: A THEORY OF BUSINESS REGISTRIES
ABSTRACT
Registering originative business contracts allows entrepreneurs and creditors
to choose, and courts to enforce, market-friendly ‘‘contract’’ rules that protect
innocent third parties when adjudicating disputes on subsequent contracts.
This reduces information asymmetry for third parties, which enhances
impersonal trade. It does so without seriously weakening property rights,
because it is rightholders who choose or activate the legal rules and can therefore
minimize the cost of any possible weakening. Registries are essential
not only to make the chosen rules public but to ensure rightholders’ commitment
and avoid rule-gaming, because independent registries make rightholders’
choices verifiable by courts. The theory is supported by comparative and historical
analyses.
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