This book, by a professor of law at the University of Texas, is principally concerned with the effect of “legal underdevelopment” on the evolution of civil and commercial codes in nineteenth-century Colombia. What is “legal underdevelopment”? The author gives a not very specific definition. “An ideal legal system [i.e., a “developed” one] is one that accomplishes the goals set by the political process insofar as that is possible within the constraints imposed by economy and society” (p. xiii). “Legal underdevelopment,” thus, is a legal system that is relatively incapable of performing “tasks assigned to it within a modern political system” (p. ix).

This abstract definition proves unusable. The author never defines “the goals set by the political process,” by which the efficacy of the legal system may be judged. Rather, he abandons his definition and in practice conceives of “legal development” as the ability to perform “rational legal borrowing,” which “requires both a detailed knowledge of the available foreign models and the technical ability to revise them to conform to national goals” (p. xiii).

The author argues that Colombians (i.e., the elites) in the nineteenth century lacked the technical legal capacity required for rational legal borrowing. Because neither the Spanish colonial tradition nor the limited economy of the early postindependence period provided an experiential basis for the development of corporation law, the rational articulation of legal codes depended upon the contributions of “formal cognitive institutions”: in effect, the nation’s law faculties. Several facts convince the author that Colombia’s legal professionals were technically incapable of adapting and articulating commercial law: (1) law professors were only part-time academics; (2) university curricula contained little instruction in civil and commercial law; and (3) no significant treatise on any aspect of civil law was published in Colombia until the end of the nineteenth century and none on corporate law until 1930. The lack of technical capacity in elaborating civil and commercial law is further adduced by the fact that the nation’s first commercial code (1853) was adopted (apparently) almost without debate, and copied the Spanish code of 1829 with relatively few changes.

Much of this argument is persuasive. Probably it is also true, as the author asserts, that much in Colombia’s commercial codes was irrelevant to Colombian conditions—though the author does not demonstrate this. He also is persuasive in arguing that, after Colombia had adopted the 1853 commercial code, even the political elites remained ignorant of its contents.

Many of Means’s conclusions, however, are too easily reached. One may grant the weakness of Colombia’s universities and an apparent lack of interest in commercial law among its law professors. This, however does not necessarily translate into “technical incompetence” in legal codification. To demonstrate this really would require a detailed qualitative analysis of the contents of Colombian codes. The question has to be not how much was borrowed, but whether useful things were borrowed and whether the modifications were appropriate.

Means’s analysis also is weakened by inadequate attention to the political and ideological environment in which legislation was framed. That Colombia’s adoption of free incorporation in 1853 reflected ignorance is supported, he believes, by the fact that Argentina, Brazil, and Chile did not adopt free incorporation. He assumes that their decisions reflected “not greater conservatism but a higher level of legal development” since “there is no reason to suppose that code draftsmen in these countries were any less attuned to liberal thought than the Colombian draftsmen” (pp. 161-162). In fact, however, Colombia in 1853 was in the middle of a liberal revolution and was reaching toward an extreme of individualist liberalism, while Argentina, Brazil, and Chile remained relatively more conservative. The adoption of free incorporation therefore probably did reflect dominant ideological commitments in Colombia.

This book may be faulted, finally, for inadequate basic research. As a result, many of the author’s statements about corporate practice in this period are founded largely upon supposition.

This book offers a number of interesting and astute observations about the development of corporations and corporation law in nineteenth-century Colombia. Because of the previously noted deficiencies, however even though it is a “first,” I would not recommend it as a model for subsequent studies.