Promising Businesses: An Essay on the Legalization of Business Plans (18th-21st c.)

This paper explores the different ways in which business plans are used as legal documents. Generally considered as fictional texts, business plans are assumed to have little legal value: how could anyone be made liable, and more generally accountable, for such speculative futures? The targets they set, be it in terms of expected profits, technology advancement, or organizational development, are rarely met and could thus hardly be used as binding promises. Yet the paper shows that there has, historically, been an intimate interplay between business plans and the law, which takes at least four different forms. First, the now standard table of contents of business plans stems, historically, from the disclosure requirements in the Securities Act of 1933. Second, they are used as drafts of investment contracts between entrepreneurs and investors. Third, they refer to contracts with other parties so as to demonstrate the existence of established links with them. Fourth, they are referred to in court cases to valuate the future income of an entrepreneur. The paper examines these different relations of business plans with the law through the study of a variety of historical examples of business plan usage that range from the 18^th century until today. The analysis of these different cases stresses the specific type(s) of “realism” that business plan authors and readers gain from this legalization of business plans. It is in great part through such legalization that the promised ventures are made to appear as promising businesses.