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Contractual Freedom and Corporate Governance in Britain in the Late Nineteenth and Early Twentieth Centuries

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

Abstract

British general incorporation law granted companies an extraordinary degree of contractual freedom. It provided companies with a default set of articles of association, but incorporators were free to reject any or all of the provisions and write their own rules instead. We study the uses to which incorporators put this flexibility by examining the articles of association filed by three random samples of companies from the late nineteenth and early twentieth centuries, as well as by a sample of companies whose securities traded publicly. Contrary to the literature, we find that most companies, regardless of size or whether their securities traded on the market, wrote articles that shifted power from shareholders to directors. We find, moreover, that there was little pressure from the government, shareholders, or the market to adopt more shareholder-friendly governance rules.

Suggested Citation

  • Guinnane, Timothy W. & Harris, Ron & Lamoreaux, Naomi R., 2017. "Contractual Freedom and Corporate Governance in Britain in the Late Nineteenth and Early Twentieth Centuries," Business History Review, Cambridge University Press, vol. 91(2), pages 227-277, July.
    • Handle: RePEc:cup:buhirw:v:91:y:2017:i:02:p:227-277_00
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    Cited by:

    1. Coyle, Christopher & Musacchio, Aldo & Turner, John D., 2019. "Law and finance in Britain c.1900," Financial History Review, Cambridge University Press, vol. 26(3), pages 267-293, December.
    2. Blanche Segrestin & Andrew Johnston & Armand Hatchuel, 2019. "The Separation Of Directors And Managers: A Historical Examination Of The Status Of Managers," Post-Print hal-01957329, HAL.
    3. Guinnane, Timothy W. & Schneebacher, Jakob, 2020. "Enterprise form: Theory and history," Explorations in Economic History, Elsevier, vol. 76(C).
    4. Mike Burkart & Salvatore Miglietta & Charlotte Ostergaard, 2023. "Why Do Boards Exist? Governance Design in the Absence of Corporate Law," The Review of Financial Studies, Society for Financial Studies, vol. 36(5), pages 1788-1836.
    5. Blanche Segrestin & Armand Hatchuel & Kevin Levillain, 2021. "When the Law Distinguishes Between the Enterprise and the Corporation: The Case of the New French Law on Corporate Purpose," Journal of Business Ethics, Springer, vol. 171(1), pages 1-13, June.
    6. Cihan Artunç, 2024. "Legal origins of corporate governance: Choice of law in Egypt, 1887–1914," Economic History Review, Economic History Society, vol. 77(1), pages 3-40, February.
    7. Timothy Guinnane & Jakob Schneebacher, 2018. "Capital Structure and the Choice of Enterprise Form: theory and history," Working Papers 1061, Economic Growth Center, Yale University.
    8. Blanche Segrestin & Armand Hatchuel & Kevin Levillain, 2020. "When the law distinguishes between the enterprise and the corporation: the case of the new French law on corporate purpose," Post-Print hal-02441287, HAL.
    9. Blanche Segrestin & Armand Hatchuel & Kevin Levillain, 2021. "When the Law Distinguishes Between the Enterprise and the Corporation: The Case of the New French Law on Corporate Purpose," Post-Print hal-02465609, HAL.

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