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Contractual Freedom and the Evolution of Corporate Control in Britain, 1862 to 1929

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  • Timothy W. Guinnane
  • Ron Harris
  • Naomi R. Lamoreaux

Abstract

British general incorporation law granted companies an extraordinary degree of contractual freedom to craft their own governance rules. It provided companies with a default set of articles of association, but incorporators were free to reject any part or all of the model and write their own rules instead. We study the uses to which incorporators put this flexibility by examining the articles of association filed by random samples of companies from the late nineteenth and early twentieth centuries, as well as by a sample of companies whose securities traded publicly. One might expect that companies that aimed to raise capital from external investors would adopt shareholder-friendly corporate governance rules. We find, however, that regardless of size or whether their securities traded on the market, most companies wrote articles that shifted power from shareholders to directors. We also find that there was little pressure—from the government, the financial press, shareholders, or the market—to adopt governance structures that afforded minority investors greater protection. Although there were certainly abuses, it seems that incorporators made an implicit bargain with investors that offered them the chance to earn high returns in exchange for their passivity. These findings have implications for the literature on corporate control, for the “law-and-finance” argument that corporate governance in common-law countries was more shareholder friendly than in civil-law countries, and for the debate about entrepreneurial failure in Britain during the late nineteenth and early twentieth centuries.

Suggested Citation

  • Timothy W. Guinnane & Ron Harris & Naomi R. Lamoreaux, 2014. "Contractual Freedom and the Evolution of Corporate Control in Britain, 1862 to 1929," NBER Working Papers 20481, National Bureau of Economic Research, Inc.
  • Handle: RePEc:nbr:nberwo:20481
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    References listed on IDEAS

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    1. William Lazonick, 2007. "The US stock market and the governance of innovative enterprise ," Industrial and Corporate Change, Oxford University Press, vol. 16(6), pages 983-1035, December.
    2. Harris, Ron, 2012. "Shareholder Democracies? Corporate Governance in Britain and Ireland Before 1850. By Mark Freeman, Robin Pearson, and James Taylor. Chicago: University of Chicago Press, 2012. Pp. xiv, 389. $65.00, ha," The Journal of Economic History, Cambridge University Press, vol. 72(4), pages 1102-1104, December.
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    Cited by:

    1. Crafts, Nicholas, 2017. "The Postwar British Productivity Failure," The Warwick Economics Research Paper Series (TWERPS) 1142, University of Warwick, Department of Economics.
    2. Acheson, Graeme G. & Campbell, Gareth & Turner, John D., 2016. "Common law and the origin of shareholder protection," eabh Papers 16-03, The European Association for Banking and Financial History (EABH).

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    More about this item

    JEL classification:

    • G3 - Financial Economics - - Corporate Finance and Governance
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
    • N23 - Economic History - - Financial Markets and Institutions - - - Europe: Pre-1913
    • N24 - Economic History - - Financial Markets and Institutions - - - Europe: 1913-
    • N43 - Economic History - - Government, War, Law, International Relations, and Regulation - - - Europe: Pre-1913
    • N44 - Economic History - - Government, War, Law, International Relations, and Regulation - - - Europe: 1913-

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