Working Paper: NBER ID: w20481
Authors: 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.
Keywords: corporate governance; British incorporation law; shareholder protection; directors' power; historical analysis
JEL Codes: G3; K22; N23; N24; N43; N44
Edges that are evidenced by causal inference methods are in orange, and the rest are in light blue.
| Cause | Effect |
|---|---|
| revision of model articles of association (G34) | shift power from shareholders to directors (G34) |
| shift power from shareholders to directors (G34) | disenfranchisement of shareholders (G34) |
| flexibility of British incorporation laws (K22) | lack of shareholder-friendly governance (G34) |
| minimal external pressure (D41) | centralization of authority with directors (G34) |
| high returns accepted by investors (G12) | passivity of investors (G40) |