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Corporations in the US and Europe 1790–1860
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Transcript of Corporations in the US and Europe 1790–1860
This article was downloaded by [University of Glasgow]On 15 January 2015 At 1145Publisher RoutledgeInforma Ltd Registered in England and Wales Registered Number 1072954 Registeredoffice Mortimer House 37-41 Mortimer Street London W1T 3JH UK
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Business HistoryPublication details including instructions for authors andsubscription informationhttpwwwtandfonlinecomloifbsh20
Corporations in the US and Europe1790ndash1860Les Hannaha
a CIRJE University of Tokyo and London School of EconomicsEconomic History Houghton St London WC2A 2AE UnitedKingdomPublished online 13 Dec 2013
To cite this article Les Hannah (2014) Corporations in the US and Europe 1790ndash1860 BusinessHistory 566 865-899 DOI 101080000767912013837893
To link to this article httpdxdoiorg101080000767912013837893
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Taylor amp Francis makes every effort to ensure the accuracy of all the information (theldquoContentrdquo) contained in the publications on our platform However Taylor amp Francisour agents and our licensors make no representations or warranties whatsoever as tothe accuracy completeness or suitability for any purpose of the Content Any opinionsand views expressed in this publication are the opinions and views of the authorsand are not the views of or endorsed by Taylor amp Francis The accuracy of the Contentshould not be relied upon and should be independently verified with primary sourcesof information Taylor and Francis shall not be liable for any losses actions claimsproceedings demands costs expenses damages and other liabilities whatsoeveror howsoever caused arising directly or indirectly in connection with in relation to orarising out of the use of the Content
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Corporations in the US and Europe 1790ndash1860
Les Hannah
CIRJE University of Tokyo and London School of Economics Economic History Houghton StLondon WC2A 2AE United Kingdom
Sylla and Wrightrsquos statistics of new US special incorporations in 1790ndash1860 show thatthey exceeded those in France Prussia and the UK but the aggregate paid-up sharecapitals of extant companies were not so far apart in 1860 The UK continued to leadcorporatisation as measured by the ratio of corporate share capital to GDP Thedistinctive features of US corporations were that they were small diverse andnumerous while UK corporations were larger more capital-intensive less prone todisappear and had more dispersed ownership
Keywords corporations commandites companies US Europe
The new database of US special incorporations to 1860 presented by Richard Sylla and
Robert Wright in this journal (2013) projects welcome sunlight on a statistical dark age of
American corporate history Showing that corporations were created more numerously in
America than in major European states in the first half of the nineteenth century they
suggest that the laggards ndash (common law) UK and (civil law) France and Prussia ndash
resembled each other more than the (common law) US leader They conclude
that developmental US political culture ndash rather than the legal lsquofamilyrsquo emphasised by
others ndash is the driving force behind the alleged divergence This comment on and
amplification of the seminal SyllandashWright article suggests that they may have over-egged
their pudding Their observation that regional differentials within the US in the degree of
corporatisation were related to the development of secondary and tertiary industries and
urbanisation raises the obvious question of why this (apparently) did not apply
internationally How was the UK ndash the lsquoFirst Industrial Nationrsquo ndash able to industrialise and
urbanise (more than the US) without as wholeheartedly embracing the new general-
purpose technology of the corporation that was critical to modernising the urban financial
and transport infrastructure and (modestly) raising scale in manufacturing
Ron Harrisrsquos answer was that England struggled to raise living standards while
industrialising and really would have been better off following the canonical American
model sooner1 and SyllandashWright and many others have implicitly or explicitly agreed
However on the basis of a wider survey of multi-owner business entities and additional
material particularly for the European countries and on stocks rather than flows I will
suggest that these nations resembled each other more than the existing literature implies
q 2013 Taylor amp Francis
An earlier version has benefited from suggestions from Kristine Bruland Carsten Burhop Eric HiltRobin Pearson Richard Sylla John Wallis Robert Wright and two anonymous refereesResponsibility for remaining errors is mine
Email lesliehannahhotmailcom
Business History 2014
Vol 56 No 6 865ndash899 httpdxdoiorg101080000767912013837893
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Contrary to the consensus the lsquoFirst Industrial Nationrsquo in 1860 did not lag behind the US
in corporatisation indeed the UK was still ahead by the accepted metric of the ratio of
corporate capital to GDP (as one would expect in the leader of industrialisation) What was
impressive about early US corporate development was not the early and abundant offering
of limited liability to finance railways and other large-scale enterprises Rather the New
World led in the promiscuous creation of many small corporations over a wider range of
businesses and tolerance of higher corporate bankruptcy rates
The next section shows how corporate and quasi-corporate forms differed setting the
scene for a more inclusive though still incomplete count of flows of new business entities
The ratios of stocks of corporate capital to GDP are then discussed followed by the mean
size of companies in the four nations and the related dispersion of shareholdings Possible
reasons for emerging international differences are outlined
Is the lsquoCorporationrsquo the same everywhere
SyllandashWright believe that the US soon had most lsquocorporationsrsquo and that measured by
their minimum lsquoauthorised capitalrsquo American corporations also out-paced Europersquos
These terms are an immediate pointer to some problems of interpretation The term
lsquocorporationrsquo soon became shorthand for the business corporation in American English
though the wordrsquos origins on both sides of the Atlantic were identical including other
bodies corporate such as municipalities and universities The British sometimes followed
American usage but their favoured term remains lsquocompanyrsquo also still used in the US
Since in Victorian English ndash and indeed in many other languages societe sociedad
Gesellschaft kaisha etc ndash that word included partnerships and other multi-owner
business forms2 it was usually adjectivally qualified (by joint stock chartered limited
unlimited sole public private statutory cost-book sixty-fourth guaranteed deed-of-
settlement co-partnery etc) to clarify the precise form being alluded to On the other
hand Americarsquos omnibus term lsquocorporationrsquo permitted ambiguity about which of these
(in some cases optional or even ndash in America ndash unavailable) aspects of lsquocorporate-nessrsquo
the described entity possessed
The SyllandashWright phrase lsquoauthorised capitalrsquo is problematic in a different way Why
should businesspersons need to have their capital authorised by the state Should
entrepreneurs not have known how much capital they needed modifying that from time to
time and contracting for more funds as and when required What value added did
legislators bring to authorising any particular amount SyllandashWrightrsquos answer is that this
was the limiting condition for what was originally a privilege and soon became a right
some combination of separate legal personality (including the ability to sue and be sued a
corporate seal and the right to own land collectively) perpetual succession (the ability of
the business to continue even if ownership changed) entity shielding (creditors could not
have recourse to business assets for individual shareholderrsquos debts) and limited liability
(shareholders were liable only for what they had contributed) A further reason was the
need for statutory powers of compulsory purchase (in American English lsquoeminent
domainrsquo) essential for some enterprises There were good reasons for seeking some or all
of these aspects of corporate-ness but the latter especially drove canals docks turnpikes
and railways to the statutory route
Beyond railways and their like Americans embraced political oversight of these
business decisions for a more eclectic range of enterprises than European legislators or
autocrats3 This was partly a matter of the shared and inclusive developmental ideology
fostered by independent nationhood Americans were not as allergic to politiciansrsquo fingers
866 L Hannah
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ary
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in the developmental pie as they later became4 Political authorisation of business capital
decisions was also facilitated by Americarsquos numerous legislators having time on their
hands The British Empire had one legislature at Westminster for several hundred million
people5 the small new and hastily federated republic started with 14 legislatures for fewer
than 4 million and by 1860 had three dozen of them ndash most still with smaller
constituencies than a British municipal corporation6 ndash looking for something to do
(though the federal Congress only rarely chartered anything) Large European unitary
states simply could not match that devolved legislative manpower and legislators
everywhere were mainly part-timers The divergence was palpable One of the reasons for
the UKrsquos company legislation of 1844 (establishing a new procedure for registering
companies administratively without involving parliament) and 18457 (standardising the
corporate governance and capitalisation rules for the numerous companies still authorised
individually by statute) was that a centralised parliament was visibly no longer able to
cope with the weight of private bills (temporary huts had been constructed next to the
houses of parliament to handle the excess work) On the other hand one of the reasons for
general registration replacing individual chartering in the US was to limit corruption
among numerous state legislators8
But there was another way forward to the modern world of corporations ndash more
common in Europe ndash which did not necessarily involve legislators at all Businesses could
simply contract for some or all of the characteristics of lsquocorporate-nessrsquo in private legal
agreements Modern libertarians have argued vigorously that the state is in principle quite
unnecessary for the creation of corporations9 but it took some time for Americans to be
converted to the older European view Nothing more than mutual agreement (and
registration) might then be required for the establishment of some aspects of lsquocorporate-
nessrsquo for the likes of hundreds of limited partnerships or even (as in New York from 1811)
small manufacturing corporations Many (especially large) corporations proper which
attracted some suspicion from both monarchical and republican oligarchs and legislators
as potential challengers to their power usually had to wait a little longer The shift from
anti-corporatism and anti-charter sentiment in the US (similar to the British campaign
against lsquoOld Corruptionrsquo) to promiscuously chartering a (less worrying) multiplicity of
competitive corporations took time
Europe had well-established precedents in the medieval Lex Mercatoria partnership
contracts and trust law that enabled the private ordering of some of these matters without
the intervention of the legislative (or executive) arm of government American corporate
lawyers either were ignorant of such options or feigned ignorance to pad their wallets as
supplicants to state legislatures in any event it is clear that America went its own distinct
way in corporate law more spectacularly quickly than in other fields of law10 The
libertarian alternative is seen most clearly in Norway which had escaped the Napoleonic
embrace and thus also his 1807 civil code that mildly restrained earlier freedoms enjoyed
by multi-owner enterprises in much of Europe and seriously restrained corporations
proper such as the societe anonyme (SA) in France Norway simply carried on traditional
centuries-old commercial practices and had no corporate statute law in the nineteenth
century Norwegian businessmen could of course go to the state for special privileges
required to build a railway but most Norwegian businesses simply freely and privately
contracted for the degree of corporate-ness liability rules amount of capital and
governance rules which seemed to them (and their investors) appropriate to their
circumstances It turned out that they had ideas on such matters that were at least as good
(and possibly better) than politicians prescribed elsewhere11 Norwegian businesses
apparently achieved a kind of limited liability perpetual succession the right to sue and be
Business History 867
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sued in the corporate name entity shielding and sensible corporate governance rules to
protect shareholder rights simply by enjoying the advantage of politicians who did not
take as negative a view of such private contracting as those in America Britain and
elsewhere prone to pass laws forbidding andor channelling it
The result by 1910 ndash when Norway finally accepted the tide of legislative fashion and
passed its first corporation statute12 ndash was impressive without any legislative blueprint
the entrepreneurs of this tiny (and still quite modestly developed) country had by then
created more corporations per million people than any country outside the USA13 That the
more state-controlled US system could produce even more corporations is simply
explained for by the 1830s lsquospecialrsquo charters were so promiscuously issued that it was
almost a free regime even before simple registration without individual legislative
approval became the dominant form of incorporation (at an unknown date judging by
SyllandashWrightrsquos statistics some years after 1860 when it was already the British norm)
The important variable (as SyllandashWright suggest) was the political will to move to prolific
incorporation or in the case of Norway beneficent political inaction leading to the same
result In Prussia France and the UK in the first half of the nineteenth century corporate
law was located somewhere between the near-absolute liberty in Norway14 and near-
absolute state control in America15 but in none of the three major European countries was
it the dominant practice around 1800 (as in the US) to go to the legislature to obtain some
aspects of corporate-ness
The most common alternative was the commandite partnership descended from the
medieval commenda and usually formed like other partnerships by simple legal
agreement though they were often also required to register their existence and terms with
the local magistracy or other public officials much like American businesses under later
general acts16 The commandite form was distinguished from ordinary partnerships by
offering its lsquosilentrsquo or lsquosleepingrsquo partners (or shareholders if it chose to issue shares to
these investors) the same limitation of liability as was offered by (some) corporations
(though managing partners retained full liability) These and similar partnerships had been
widely used under the ancien regime for example by French nobles wishing to invest in
trade or manufactures while keeping their identity secret17 They had existed for centuries
but the Napoleonic code of 1807 ndash which applied in western parts of Prussia as well as in
France and some other countries ndash laid down formal procedures by which they could
continue to be created with minimal state involvement Guinnane et al have argued that
such limited partnerships were often also preferred to corporations in French civil law
jurisdictions for other reasons than simplicity of registration notably because they had
more appropriate governance rules than US corporations or limited partnerships for small
concerns with modest numbers of proprietors18
There were alternative routes In the UK the shipping sector continued to benefit from
being subject to the ancient Court of Admiralty which resulted in many multi-owner
shipping companies often divided into sixty-fourths that were corporations lsquofor practical
purposes though the lawyer may dislike use of the termrsquo19 Some US maritime cities too
retained admiralty courts that recognised this multi-ownership form and in Germany also
Mitreeder owned Schiffsparten20 The bergrechtiche Gewerkschaft was widely used in
German mining and (on a smaller scale) so was the similar lsquocost-bookrsquo system in Britain21
They shared some aspects of corporate-ness with AGs but other rules (such as controls on
liability) were different It was not unusual for ownership to be dispersed among dozens of
investors and in some cases there were hundreds trading their Kuxe (parts their equivalent
of shares) on stock exchanges
868 L Hannah
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In the UK the main vehicle for forming multi-ownership businesses without individual
government approval was a distinctive extension of the traditional partnership using trust
law the deed-of-co-partnery (in civil law Scotland) or deed-of-settlement (in common law
England Wales and Ireland) It has long been understood that such joint-stock forms were
widely used in Scotland and operated for long periods22 but the recent publication of
Shareholder Democracies by Freeman Pearson and Taylor clarified how significant and
pervasive this form was in all four kingdoms Legislators by 1843 were telling those
urging more state control that this would be lsquovery difficult of adoption in this country after
the degree of practical countenance which joint stock companies have received and the
manner in which they have become interwoven with the commercial habits of the
peoplersquo23 It is true that these extended partnerships lacked some features of corporate-
ness beyond perpetual succession and powers to sue and be sued and govern themselves
but as Freeman et al show some did attempt to achieve wider corporate characteristics
even including limited liability For example some insurance companies wrote limitations
in all stockholder and policyholder contracts so their owners and managers remained only
(negligibly) exposed to third party liability claims24 These companies were neither
authorised by the state nor generally persecuted by it25 and they included many hundreds
of businesses dozens of the larger among them quoted on stock exchanges some with
over a thousand shareholders Indeed the sample of 224 deed-of-settlement companies in
the Freeman et al database of companies formed between 1720 and 1844 averaged 27
times the nominal capital of the 290 authorised by parliament in that database thus
accounting for more than twice as much capital as statutory and chartered incorporations
combined26 Their sample aimed to be representative but possibly in this case
exaggerates27 yet the significance of such deed-of-settlement companies can no longer be
doubted So widespread and well understood was the deed-of-settlement form that it was
adopted both in the 1826 Banking Act and the I844 Companies Act as the constitutional
form for the new corporate registration procedures they introduced (only in 1856 did the
British term for a corporate charter and by-laws ndash the lsquomemorandum and articles of
associationrsquo ndash replace the familiar lsquodeed-of-settlementrsquo for newly registered companies)
Unregistered deed-of-settlement companies had then become technically illegal if they
had more than 25 partners (shareholders) but some established deed-of-settlement
companies carried on regardless for decades longer28
It might be argued that these many alternative company forms that more commonly
appeared in Europe had less lsquocorporate-nessrsquo than American (or European) corporations
proper This was true but only in some respects
(a) Corporate personality This was an inherent characteristic of corporations proper
but de jure or de facto also of some of the others for example by use of the trust
device in deed-of-settlement companies
(b) Entity shielding This was clear for corporations but sometimes also de facto or de
jure achieved by some partnerships even (for example in Germany) by ordinary
partnerships (in the restricted sense that creditors had to exhaust the debtorrsquos own
assets before pursuing assets within the partnership)29 Hansmann et al have
argued that entity shielding was more important than limited liability for early
corporations and difficult to attain by contract30
(c) Limited Liability Although this is often viewed as a precondition for dispersed
ownership many early nineteenth-century corporate charters did not explicitly
provide it31 but all commandites by definition had it as did some other forms in
practice or in principle In deed-of-settlement companies creditors were advised
Business History 869
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to pursue claims through the company effectively resulting in a form of
proportional liability (and this was legally required after the 1844 act for deed-of-
settlement companies registered under it)32 Moreover multiple ownership was a
necessary condition of commandites and deed-of-settlement companies but not of
corporations some statutory corporations were lsquocorporations solersquo33
(d) Perpetual Succession This (together with a corporate seal) is sometimes
considered legally distinctive to corporations making them immune to the death
of a shareholder (or indeed any transfer of ownership) Blair has argued that this
locking-in of capital was a key contribution of early corporations34 Yet
partnerships could survive the death of a partner by using trustees and there were
transferable shares in many deed-of-settlement companies and commandites
conversely some corporations limited the transferability of their shares even on
the death of a holder In the more casual sense of perpetuating business life many
corporations had a fixed term (renewals were possible but were sometimes
denied) and even if that were not the case there was of course no guarantee they
would survive the death of a key founding entrepreneur On the other hand some
Gewerkschaften had already survived for centuries and some commandites and
deed-of-settlement companies also survived over several generations of owners
and managers
(e) Compulsory Purchase This does seem to have been almost entirely confined to
corporations proper presumably because if you had to go to the legislature to
obtain such rights you might as well ask for the full corporate form including
limited liability at the same time (and in the UK the standard statutory clauses for
private acts required it)
It is easy to project the present onto the past and imagine that the limited liability
corporation was a sine qua non of scale Yet there is now a consensus that limitation of
liability was considered less important when corporations were first widely used and some
evidence that dispersed shareholders were willing to accept double liability reserve
liability or even completely unlimited liability for example in well-managed banks35
One should remember moreover that in large-scale manufacturing internal investment
by traditional unincorporated and fully liable entrepreneurs remained until the later
nineteenth century (and sometimes into the twentieth) perfectly adequate to build even the
biggest manufacturing firms in all four countries In the emerging ironsteelarmaments
industry for example national champions like Krupp Vickers and Carnegie long
remained sole proprietorships or unlimited partnerships though their French equivalent
Schneider was the first to become less personally owned it was a commandite par actions
In locomotive manufacturing the five largest global firms of 1860 ndash Stephensons and
Hawthorns in Newcastle Beyer Peacock in Manchester Borsig in Berlin and Baldwins in
Philadelphia ndash long remained sole proprietorships or partnerships The high profits made
by these innovators (andor bank loans) were presumably sufficient to finance their
enormous engineering and assembly works employing several thousand workers36
There is no one right decision on where to draw the organisational boundary that
depends on the question one is asking If it is important for passive investors to have
limited liability to encourage the supply of funds to enterprises with economies of scale
beyond the means of individuals the commandite may serve perfectly well On the other
hand if managersdirectors also need limited liability to encourage them to take risks the
corporation with fully limited liability better serves their needs It was not just continental
Europeans but also many wise Anglo-Saxons like John Stuart Mill who saw much merit
870 L Hannah
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ary
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in the commandite form limiting the liability of outside shareholders but also enforcing
full responsibility for collective debts where it really lay on the active managers
Yet many active managers in America and Britain ndash those usually in the driving seat on
such matters ndash were less enthusiastic about Millrsquos ideas and preferred the corporation
proper (expunging managerial liability) to the commandite (which left them liable)
Table 1 summarises when some options became available It will be evident that there
is no clear pattern of precedence here one can make a case for each one of these four
countries lagging on some dimension37 The US is particularly difficult to rank because of
wide variations in timing between states spanning nearly a century and only France had no
regional variations For the UK various critical dates have been identified ndash 1782 1825
1826 1844 1855 1856 and 1858 ndash but room for debate disappears after insurance
companies were allowed to register in 186238 any legal business could then register with
limited liability in all four kingdoms In the US Wright adopting the view that any
registration process even if limited to small companies or specific industries is lsquogeneralrsquo
says that most states had general acts by 185039 Berle and Means adopting a tighter
standard say the process had then just begun and was only lsquoapproximately completersquo even
at the end of the nineteenth century40 The case that America was in the lead thus has to be
based on corporate numbers particularly numbers of special acts Such incorporations
were of course available ndash often with fully limited liability ndash in all four countries for the
whole period SyllandashWright consider
Counting new incorporations
It is worth re-examining the SyllandashWright statistics with these alternative perspectives in
mind The strongest element in their comparative view is that within their period ndash broadly
Table 1 Liability and Corporate-ness some Legal Milestones in Four Countries
Country
CommanditesLimited LiabilityPartnerships
Gewerkschaftendeed-of -settlement companies etc
Limited Liabilityby Registrationa
Prussia long-standing long-standing 1870France long-standing 1863b67US Louisiana 1808
NY 1822non-existent or discouraged Connecticut 1837c
major states by 1850sd
uniform act 1916 California 1931e
UK Ireland 1782 long-standingf 1855g
Britain 1907h discouraged from 1844i 1858 (banks)1862 (insurance)
aOf some generality eg excluding New York in 1811 which applied only to selected manufacturing industriesof small scale (up to $100000 capital) or the pre-1844 UK laws confined to shipping and letters patent (unlimitedby size)b Until 1867 only for SAs with up to F20m ($4m) capitalc Connecticut accounted for 2 of the US populationd Some states retained size and industry exceptions for example in Pennsylvania wholesalers could not registerunder the 1872 general law until 1895 nor could retailers until 1901 (Evans Business Incorporations 33)e Under the 1859 California law liability was proportional until limited liability was introduced in 1931f And formally recognised by simple registration for banks from 1826 and other companies from 1844 though afurther special act or letters patent were required for limited liability (as opposed to proportional liability orsubstantially limited liability by contractual exclusion of claims)g in England Wales and Ireland 1856 in Scotlandh possible in corporate form or by contract from 186567iunless registered under the 1826 or 1844 legislation or with fewer than 25 members
Business History 871
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1790ndash1860 though a little earlier or later for some European data ndash the numbers of
new incorporations proper were greater in the US than in any of the three European powers
they examine
They most seriously underestimate Prussian corporations proper reporting the number
of new charters for Prussian Aktiengesellschaften (AGs) as 285 in 1770ndash1867 only a few
per year Unfortunately this clearly omits the overwhelming majority of Prussian
corporation-like entities including many with limited liability for half a dozen reasons
They acknowledge only one of these the exclusion of all railways and turnpikes
suggesting that railways might increase their Prussian corporate capital figure by 103m
thalers nearly half as much again as their figure for non-railway corporations41 This is too
low The Prussian government statistician Dr Ernst Engel recorded 27 railways chartered
in 1826ndash50 alone with 1426m thalers capital42 (and by 1870 they had merged into 19 and
raised their capital by 4022m thalers) and a further 20 with 5741m thalers capital
chartered in 1851ndash70 By 1870 there were 39 with 7168m thalers capital 70 of all AG
capital authorised in Prussia to that point43 Turnpikes were smaller but more numerous
41 were formed in 1843ndash50 alone44
For AGs alone Bosselman detecting a misprint in Engelrsquos figures and other
understatements suggests there were at least 418 formations with 1036m thalers capital by
187045 That is without counting the AGs operating in Prussia but not chartered there for
from 1834 German AGs chartered outside Prussia ndash some Zollvereinmembers being more
liberal incorporators ndash in principle could (and sometimes did) operate in Prussia46 Also
Berlinrsquos gas supply started in 1826 was the work of Imperial Continental Gas a London
company operating throughout Europe Inter-state corporate mobility existed in Europe
before it was more decisively legally underpinned in the US by Paul vs Virginia in 186847
SyllandashWright also exclude all Prussian Gewerkschaften Engel noted in 1875 that 776
Gewerkschaften formed under the old law survived and a further 336 under the new 1865
law so it is possible that Gewerkschaften outnumbered AGs before 187048 Engel also
considered many other organisational forms which resembled corporations in possessing
separate legal personality but we can perhaps ignore multi-owner entities like
cooperatives and savings banks (which were usually organised on a mutual communal
or not-for-profit basis though similar enterprises in the US often took the corporate
form)49 Targeting only capitalist businesses with limited liability there is a stronger case
for including Kommanditgesellschaften (KGs) though there is little statistical information
on these in the relevant period but as late as 1895 KGs remained more numerous than
Gewerkschaften50 They were available initially under customary law and later (the dates
varying regionally) in standardised forms with shares (auf Aktien KGaAs) or without
(simple KGs) Many were small but others were not for example two Berlin banks
formed as KGaAs in 1856 the Disconto-Gesellschaft and the Berliner Handelsge-
sellschaft had paid-up share capitals of 10m thalers ($75m)51 and 374m thalers
($28m) respectively which placed them among the larger American and British banks at
that time52 Even larger were two quasi-state enterprises the Preussische Bank and the
Seehandlung trading company and bank also omitted by SyllandashWright53 being
privileged corporations chartered outside the AG rules The Preussische Bank alone in
1860 had 162m thalers (over $12m) share capital at par (7 of which was state-owned)
and 209m thalers ($157m) at market 1568 shareholders and 113 branches and
agencies54 Stock exchanges were well developed though the exchange in the free city of
Frankfurt (annexed to Prussia only in 1866) was still bigger than Berlinrsquos and funnelled
substantial German investments to the US rather than Prussia as well as attracting French
investment to Germany55 Nonetheless by 1870 Prussiarsquos own long-established stock
872 L Hannah
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ary
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exchange in Berlin listed 60 railway shares and 55 bank and industry shares fewer
railways than the NYSE ndash as Engelrsquos figures suggest Prussiarsquos smaller railway capital was
more concentrated ndash but similar numbers for non-railway shares56
We simply do not know how many multi-owner entities with some corporate
characteristics were formed in Prussia but it was an order of magnitude more by number
and perhaps 1200m thalers ($900m) by capital of multi-owner entities with corporate
characteristics formed up to 1870 this conjecture would certainly be nearer than Syllandash
Wrightrsquos $159m figure Moreover because of the extreme conservatism of Prussian
chartering and entry regulation in some industries57 a higher proportion possibly survived
at the end of the period than in the US58
The SyllandashWright statistics for France are more plausible because they do include
multi-owner entities (especially commandites) beyond corporations proper (societes
anonymes or SAs the French equivalent of AGs) Private turnpike corporations are not a
problem in France since national (and some departmental) roads were primarily operated
by the government Ponts et Chaussees The SyllandashWright statistics of 542 SAs and nearly
7000 commandites par actions omit those formed before 1808 (SAs) or 1826
(commandites par actions) and all commandites simples The latter substantially
outnumber the included entities 9375 were formed in 1840ndash60 alone59 In annual per
capita terms this implies a higher formation rate for commandites in France nearly double
the per capita rate for the 1098 limited partnerships in New York state in 1822ndash58 that
they report (and other US states probably used this form less than New York) It therefore
looks as if France came closest to America in the creation of limited liability entities60 it
was far behind both the US and the UK only in the creation of corporations proper (SAs)
However French SAs probably had a higher survival rate than American corporations
again a government lsquopicking winnersrsquo was more likely to discourage speculative
formations and protect incumbents from new entry61 Part of the reason for the limited
numbers of SAs and the popularity of commandites was the lower cost of the latter62
Many commandites and SAs were quoted on the Paris Bourse and though French
commentators alleged that the share markets in England and Germany were freer there
was a lively supplementary market on the coulisse63
Some of their UK statistics are also clearly undercounts They note that they omit
turnpikes which developed earlier in Britain and Ireland than in the US and only issued
bonds not equity English-style turnpikes were introduced to Ireland from 1727 and to the
US from 1792 so Irelandrsquos 1300 thorn mile network was almost complete before the first US
turnpike opened64 There were several thousand private acts for UK turnpikes and over
a thousand of the resulting (usually multi-owner) entities survived to the mid-nineteenth
century SyllandashWright also omit the small number of UK limited partnerships65 They are
under the impression that the Bubble Act inhibited parliament from authorising special
incorporations by statute before its repeal in 1825 though of course the UK parliament
(being its own supreme court) could ndash and in thousands of special acts did ndash cheerfully
neglect the earlier legislation when it wished66 They also quote numbers for companies
known on the London market in 1824 (156)67 and a little more broadly in 1843 (717) or
choosing to register their existence in 1844 before the new act took effect (947) though
these numbers were only a fraction of the companies in existence at these dates68
Nonetheless their final estimate of fewer than 10000 companies formed in the UK by 1860
is in the plausible range My own unpublished estimates suggest around 12000 (subject to
considerable possible margins of error in both directions) for the sum between 1790 and
1860 of all new statutory corporate enactments royal charters deeds-of-settlement and
similar lsquounauthorisedrsquo foundations plus companies registered under the (general)
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Companies Acts from 1844 and show the US possibly overtaking the UK in numbers of
new companies formed as early as the 1830s69
Table 2 summarises the discussion so far on the flow of new companies formed in
periods including the years 1808ndash60 plus a variety of earlier and later years Although
there remain many unknowns none of my mild qualifications challenges the basic Syllandash
Wright conclusion France seems to have run the US closest on the more expansive
definition of numbers of new businesses with limited liability formed The US was clearly
very well ahead if (as in column 1) all commandites Gewerkschaften deed-of-settlement
companies and their like are excluded These statistics measure only flows of new
formations not stocks of surviving companies
Counting the corporate capital stock ca 1860
The metric used by SyllandashWright for the amount of corporate capital ndash the flow of that
authorised ndash is more troubling For example in the UK pound893m ($4465m) was authorised
in new companies registered under the Companies Acts between 1862 and 186870 One
might admire this achievement it was after all as much in seven years as had been
authorised by special act over the previous seven decades in the US according to Syllandash
Wright Yet this is misleading because the UK registrar was notoriously lax one year later
he registered one company with pound100000000 authorised but only pound250 paid-up capital
Contemporary statisticians were well aware such published statistics were absurd71
Where ndash as in some countries and with variations over time too ndash the costs of charters
(or taxes) increased with the amount authorised capital figures were less likely to be
fictitiously high Also in UK statutory companies72 ndash subject to tougher regulation under
the 1845 Companies Clauses Consolidation Act with many of the larger ones also vetted
by the London Stock Exchange listing committee ndash the authorised and paid-up capitals
were closer together73 Registration procedures for corporations proper were also
Table 2 The Flow of Entities formed ca 1790ndash1860
CountryNumber of Corporations proper (corporationsAGs SAs etc) individually chartered
All corporate-like or limited liabilityentitiesa
Prussia at least 418 (1770ndash1870) not known but much largerthan col 1
France 542 (1808ndash67) above 16867 (1808ndash67)b
US 22419 (1790ndash1860) above 31098 (1790ndash1860)c
UK not known but in thehundreds before 1790 and thousands1790ndash1860
ca 12000 (1790ndash1860)d
a includes traditional forms like Gewerkschaften commandites deeds-of-settlement plus companies incorporatedunder general legislation all of these being excluded from the previous columnb includes the SAs in col 1 plus lsquonearly 7000rsquo commandites par actions (which we interpret as 6950) plus 9375commandites simples It excludes all commandites par actions formed before 1826 and all commandites simplesformed before 1840 or in 1861ndash67c Includes the special acts in col 1 plus SyllandashWrightrsquos central estimate for all additional incorporations undergeneral and quasi-general acts but only 1098 limited partnerships those registered in New York from 1822ndash58d Subject to wide margins of error because only the (small number of) Irish limited partnerships are firmly known(French lsquoOriginrsquo) While the numbers of special acts are known (Williams Historical) not all of these creatednew corporations (rather than modifying existing ones) many of the provisional registrations under the 1844 actexisted on paper only (Levi lsquoOn Joint Stockrsquo) and the estimates for deed-of-settlement deed-of-co-partnerycost-book and similar companies are likely to be understated because of the non-random nature of the sampling(see n 68 below)
874 L Hannah
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generally tighter in the civil law systems of the European continent than in the
Anglosphere though SyllandashWright themselves point out the wide gap in the French
commandite data between the amount authorised and paid-up The Fabian principles of
LSE lecturer HA Shannon who published a series of articles in the 1930s exposing the
high failure rate of early registered British companies made him a firm admirer of the
more restrictive German registration system74 Many of the multi-million dollar
capitalisations authorised in the US in the 1850s were competing schemes by promoters of
transcontinental railroads ndash dreams which never saw the light of day ndash so the share of
railway capital in SyllandashWright totals may be exaggerated US statesrsquo registration
procedures differed considerably in their rigour so inter-state differences may also not be
accurately reflected75 SyllandashWright are fully aware that their figures include many
companies that were stillborn or soon bankrupt (and their suggestion of a 60 survival rate
in the UK compared with 33ndash50 in the US is probably too generous to the UK)76 It
appears that in the nineteenth century about half of all companies chartered in the main
European countries survived to the end of the century while in the UK nearly two-thirds
failed and in the US the failure rate was even higher at about three-quarters77
Given these variations ndash over time and between countries states and categories ndash in
the degrees of fiction in the authorised capital data as well as in corporate survival rates it
makes sense to focus on the extant stock of paid-up capital78 For the US SyllandashWright
report a flow figure of $45 billion for the minimum authorised capital of all special
incorporations to 1860 and optimistically suggest that this is probably an underestimate of
capital actually paid in noting also that it excludes the capital in the (minority of)
corporations formed under general acts and of limited liability partnerships It is also a
gross flow figure making no allowance for disappearances Yet total US net new domestic
investment79 in the 1850s ndash including all investments in reproducible capital stock by
government in housing and farms and by individual proprietorships and partnerships
(which remained the business form of choice) ndash was only double the figure they give for
that decade What still impressed Charles Morrison a young British plutocrat with
extensive US investments during his visits from 1843 onwards was how much American
wealth was still tied up in real estate rather than secondary and tertiary activities in which
corporations were more common80 It is plausible but only barely that most domestic US
investment by the mid-nineteenth century took the corporate form81
Reliable data on the number and paid-up capital of all extant corporations are only
available from 188384 for the UK or Germany 1898 for France and 190910 for the US
but before that some sectors have good data Henry Varnum Poor measured US railway
capital systematically in this period and his annual data imply a figure for the common and
preferred stocks82 of the (several hundred) railways extant in 1860 of $7204m or 17 of
GDP83 Poor was well-informed and is likely to have missed only a few small private
railways yet his figure is less than a third of the SyllandashWright figure for the minimum
authorised capital of $22986m in 2603 railroad charters from 1825 (when railway
chartering began in the US) to 1860 It is clear that the SyllandashWright data include a high
rate of stillborn and defunct corporations speculative chartering of entities which had yet
to see an iron rail fictional capital that was never paid-up andor duplication in charters
for merged railways84 Since railways account for just over half of all their 1790ndash1860
capital authorised this casts some doubt on any suggestion that $45 bn is a minimum
estimate of capital actually paid in though they do point out that banks (which account for
just over 10 of their capital flows) did better with about half (rather than around a tenth
as in railways) of their bank corporations surviving to 1860 In fact banks did even better
than that in terms of capital the value of all US bank capital at the end of 1860 was
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reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
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ary
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in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
878 L Hannah
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ary
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
Business History 879
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ary
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
880 L Hannah
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ary
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in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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ary
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
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ary
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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ary
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ary
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intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ary
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opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
Business History 887
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ity o
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145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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ary
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
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at 1
145
15
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ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
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ity o
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at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
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ity o
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at 1
145
15
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ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
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ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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ary
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Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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ity o
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ow]
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145
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
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ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
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ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
Conditions of access and use can be found at httpwwwtandfonlinecompageterms-and-conditions
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ary
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Corporations in the US and Europe 1790ndash1860
Les Hannah
CIRJE University of Tokyo and London School of Economics Economic History Houghton StLondon WC2A 2AE United Kingdom
Sylla and Wrightrsquos statistics of new US special incorporations in 1790ndash1860 show thatthey exceeded those in France Prussia and the UK but the aggregate paid-up sharecapitals of extant companies were not so far apart in 1860 The UK continued to leadcorporatisation as measured by the ratio of corporate share capital to GDP Thedistinctive features of US corporations were that they were small diverse andnumerous while UK corporations were larger more capital-intensive less prone todisappear and had more dispersed ownership
Keywords corporations commandites companies US Europe
The new database of US special incorporations to 1860 presented by Richard Sylla and
Robert Wright in this journal (2013) projects welcome sunlight on a statistical dark age of
American corporate history Showing that corporations were created more numerously in
America than in major European states in the first half of the nineteenth century they
suggest that the laggards ndash (common law) UK and (civil law) France and Prussia ndash
resembled each other more than the (common law) US leader They conclude
that developmental US political culture ndash rather than the legal lsquofamilyrsquo emphasised by
others ndash is the driving force behind the alleged divergence This comment on and
amplification of the seminal SyllandashWright article suggests that they may have over-egged
their pudding Their observation that regional differentials within the US in the degree of
corporatisation were related to the development of secondary and tertiary industries and
urbanisation raises the obvious question of why this (apparently) did not apply
internationally How was the UK ndash the lsquoFirst Industrial Nationrsquo ndash able to industrialise and
urbanise (more than the US) without as wholeheartedly embracing the new general-
purpose technology of the corporation that was critical to modernising the urban financial
and transport infrastructure and (modestly) raising scale in manufacturing
Ron Harrisrsquos answer was that England struggled to raise living standards while
industrialising and really would have been better off following the canonical American
model sooner1 and SyllandashWright and many others have implicitly or explicitly agreed
However on the basis of a wider survey of multi-owner business entities and additional
material particularly for the European countries and on stocks rather than flows I will
suggest that these nations resembled each other more than the existing literature implies
q 2013 Taylor amp Francis
An earlier version has benefited from suggestions from Kristine Bruland Carsten Burhop Eric HiltRobin Pearson Richard Sylla John Wallis Robert Wright and two anonymous refereesResponsibility for remaining errors is mine
Email lesliehannahhotmailcom
Business History 2014
Vol 56 No 6 865ndash899 httpdxdoiorg101080000767912013837893
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ary
2015
Contrary to the consensus the lsquoFirst Industrial Nationrsquo in 1860 did not lag behind the US
in corporatisation indeed the UK was still ahead by the accepted metric of the ratio of
corporate capital to GDP (as one would expect in the leader of industrialisation) What was
impressive about early US corporate development was not the early and abundant offering
of limited liability to finance railways and other large-scale enterprises Rather the New
World led in the promiscuous creation of many small corporations over a wider range of
businesses and tolerance of higher corporate bankruptcy rates
The next section shows how corporate and quasi-corporate forms differed setting the
scene for a more inclusive though still incomplete count of flows of new business entities
The ratios of stocks of corporate capital to GDP are then discussed followed by the mean
size of companies in the four nations and the related dispersion of shareholdings Possible
reasons for emerging international differences are outlined
Is the lsquoCorporationrsquo the same everywhere
SyllandashWright believe that the US soon had most lsquocorporationsrsquo and that measured by
their minimum lsquoauthorised capitalrsquo American corporations also out-paced Europersquos
These terms are an immediate pointer to some problems of interpretation The term
lsquocorporationrsquo soon became shorthand for the business corporation in American English
though the wordrsquos origins on both sides of the Atlantic were identical including other
bodies corporate such as municipalities and universities The British sometimes followed
American usage but their favoured term remains lsquocompanyrsquo also still used in the US
Since in Victorian English ndash and indeed in many other languages societe sociedad
Gesellschaft kaisha etc ndash that word included partnerships and other multi-owner
business forms2 it was usually adjectivally qualified (by joint stock chartered limited
unlimited sole public private statutory cost-book sixty-fourth guaranteed deed-of-
settlement co-partnery etc) to clarify the precise form being alluded to On the other
hand Americarsquos omnibus term lsquocorporationrsquo permitted ambiguity about which of these
(in some cases optional or even ndash in America ndash unavailable) aspects of lsquocorporate-nessrsquo
the described entity possessed
The SyllandashWright phrase lsquoauthorised capitalrsquo is problematic in a different way Why
should businesspersons need to have their capital authorised by the state Should
entrepreneurs not have known how much capital they needed modifying that from time to
time and contracting for more funds as and when required What value added did
legislators bring to authorising any particular amount SyllandashWrightrsquos answer is that this
was the limiting condition for what was originally a privilege and soon became a right
some combination of separate legal personality (including the ability to sue and be sued a
corporate seal and the right to own land collectively) perpetual succession (the ability of
the business to continue even if ownership changed) entity shielding (creditors could not
have recourse to business assets for individual shareholderrsquos debts) and limited liability
(shareholders were liable only for what they had contributed) A further reason was the
need for statutory powers of compulsory purchase (in American English lsquoeminent
domainrsquo) essential for some enterprises There were good reasons for seeking some or all
of these aspects of corporate-ness but the latter especially drove canals docks turnpikes
and railways to the statutory route
Beyond railways and their like Americans embraced political oversight of these
business decisions for a more eclectic range of enterprises than European legislators or
autocrats3 This was partly a matter of the shared and inclusive developmental ideology
fostered by independent nationhood Americans were not as allergic to politiciansrsquo fingers
866 L Hannah
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145
15
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ary
2015
in the developmental pie as they later became4 Political authorisation of business capital
decisions was also facilitated by Americarsquos numerous legislators having time on their
hands The British Empire had one legislature at Westminster for several hundred million
people5 the small new and hastily federated republic started with 14 legislatures for fewer
than 4 million and by 1860 had three dozen of them ndash most still with smaller
constituencies than a British municipal corporation6 ndash looking for something to do
(though the federal Congress only rarely chartered anything) Large European unitary
states simply could not match that devolved legislative manpower and legislators
everywhere were mainly part-timers The divergence was palpable One of the reasons for
the UKrsquos company legislation of 1844 (establishing a new procedure for registering
companies administratively without involving parliament) and 18457 (standardising the
corporate governance and capitalisation rules for the numerous companies still authorised
individually by statute) was that a centralised parliament was visibly no longer able to
cope with the weight of private bills (temporary huts had been constructed next to the
houses of parliament to handle the excess work) On the other hand one of the reasons for
general registration replacing individual chartering in the US was to limit corruption
among numerous state legislators8
But there was another way forward to the modern world of corporations ndash more
common in Europe ndash which did not necessarily involve legislators at all Businesses could
simply contract for some or all of the characteristics of lsquocorporate-nessrsquo in private legal
agreements Modern libertarians have argued vigorously that the state is in principle quite
unnecessary for the creation of corporations9 but it took some time for Americans to be
converted to the older European view Nothing more than mutual agreement (and
registration) might then be required for the establishment of some aspects of lsquocorporate-
nessrsquo for the likes of hundreds of limited partnerships or even (as in New York from 1811)
small manufacturing corporations Many (especially large) corporations proper which
attracted some suspicion from both monarchical and republican oligarchs and legislators
as potential challengers to their power usually had to wait a little longer The shift from
anti-corporatism and anti-charter sentiment in the US (similar to the British campaign
against lsquoOld Corruptionrsquo) to promiscuously chartering a (less worrying) multiplicity of
competitive corporations took time
Europe had well-established precedents in the medieval Lex Mercatoria partnership
contracts and trust law that enabled the private ordering of some of these matters without
the intervention of the legislative (or executive) arm of government American corporate
lawyers either were ignorant of such options or feigned ignorance to pad their wallets as
supplicants to state legislatures in any event it is clear that America went its own distinct
way in corporate law more spectacularly quickly than in other fields of law10 The
libertarian alternative is seen most clearly in Norway which had escaped the Napoleonic
embrace and thus also his 1807 civil code that mildly restrained earlier freedoms enjoyed
by multi-owner enterprises in much of Europe and seriously restrained corporations
proper such as the societe anonyme (SA) in France Norway simply carried on traditional
centuries-old commercial practices and had no corporate statute law in the nineteenth
century Norwegian businessmen could of course go to the state for special privileges
required to build a railway but most Norwegian businesses simply freely and privately
contracted for the degree of corporate-ness liability rules amount of capital and
governance rules which seemed to them (and their investors) appropriate to their
circumstances It turned out that they had ideas on such matters that were at least as good
(and possibly better) than politicians prescribed elsewhere11 Norwegian businesses
apparently achieved a kind of limited liability perpetual succession the right to sue and be
Business History 867
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sued in the corporate name entity shielding and sensible corporate governance rules to
protect shareholder rights simply by enjoying the advantage of politicians who did not
take as negative a view of such private contracting as those in America Britain and
elsewhere prone to pass laws forbidding andor channelling it
The result by 1910 ndash when Norway finally accepted the tide of legislative fashion and
passed its first corporation statute12 ndash was impressive without any legislative blueprint
the entrepreneurs of this tiny (and still quite modestly developed) country had by then
created more corporations per million people than any country outside the USA13 That the
more state-controlled US system could produce even more corporations is simply
explained for by the 1830s lsquospecialrsquo charters were so promiscuously issued that it was
almost a free regime even before simple registration without individual legislative
approval became the dominant form of incorporation (at an unknown date judging by
SyllandashWrightrsquos statistics some years after 1860 when it was already the British norm)
The important variable (as SyllandashWright suggest) was the political will to move to prolific
incorporation or in the case of Norway beneficent political inaction leading to the same
result In Prussia France and the UK in the first half of the nineteenth century corporate
law was located somewhere between the near-absolute liberty in Norway14 and near-
absolute state control in America15 but in none of the three major European countries was
it the dominant practice around 1800 (as in the US) to go to the legislature to obtain some
aspects of corporate-ness
The most common alternative was the commandite partnership descended from the
medieval commenda and usually formed like other partnerships by simple legal
agreement though they were often also required to register their existence and terms with
the local magistracy or other public officials much like American businesses under later
general acts16 The commandite form was distinguished from ordinary partnerships by
offering its lsquosilentrsquo or lsquosleepingrsquo partners (or shareholders if it chose to issue shares to
these investors) the same limitation of liability as was offered by (some) corporations
(though managing partners retained full liability) These and similar partnerships had been
widely used under the ancien regime for example by French nobles wishing to invest in
trade or manufactures while keeping their identity secret17 They had existed for centuries
but the Napoleonic code of 1807 ndash which applied in western parts of Prussia as well as in
France and some other countries ndash laid down formal procedures by which they could
continue to be created with minimal state involvement Guinnane et al have argued that
such limited partnerships were often also preferred to corporations in French civil law
jurisdictions for other reasons than simplicity of registration notably because they had
more appropriate governance rules than US corporations or limited partnerships for small
concerns with modest numbers of proprietors18
There were alternative routes In the UK the shipping sector continued to benefit from
being subject to the ancient Court of Admiralty which resulted in many multi-owner
shipping companies often divided into sixty-fourths that were corporations lsquofor practical
purposes though the lawyer may dislike use of the termrsquo19 Some US maritime cities too
retained admiralty courts that recognised this multi-ownership form and in Germany also
Mitreeder owned Schiffsparten20 The bergrechtiche Gewerkschaft was widely used in
German mining and (on a smaller scale) so was the similar lsquocost-bookrsquo system in Britain21
They shared some aspects of corporate-ness with AGs but other rules (such as controls on
liability) were different It was not unusual for ownership to be dispersed among dozens of
investors and in some cases there were hundreds trading their Kuxe (parts their equivalent
of shares) on stock exchanges
868 L Hannah
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ary
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In the UK the main vehicle for forming multi-ownership businesses without individual
government approval was a distinctive extension of the traditional partnership using trust
law the deed-of-co-partnery (in civil law Scotland) or deed-of-settlement (in common law
England Wales and Ireland) It has long been understood that such joint-stock forms were
widely used in Scotland and operated for long periods22 but the recent publication of
Shareholder Democracies by Freeman Pearson and Taylor clarified how significant and
pervasive this form was in all four kingdoms Legislators by 1843 were telling those
urging more state control that this would be lsquovery difficult of adoption in this country after
the degree of practical countenance which joint stock companies have received and the
manner in which they have become interwoven with the commercial habits of the
peoplersquo23 It is true that these extended partnerships lacked some features of corporate-
ness beyond perpetual succession and powers to sue and be sued and govern themselves
but as Freeman et al show some did attempt to achieve wider corporate characteristics
even including limited liability For example some insurance companies wrote limitations
in all stockholder and policyholder contracts so their owners and managers remained only
(negligibly) exposed to third party liability claims24 These companies were neither
authorised by the state nor generally persecuted by it25 and they included many hundreds
of businesses dozens of the larger among them quoted on stock exchanges some with
over a thousand shareholders Indeed the sample of 224 deed-of-settlement companies in
the Freeman et al database of companies formed between 1720 and 1844 averaged 27
times the nominal capital of the 290 authorised by parliament in that database thus
accounting for more than twice as much capital as statutory and chartered incorporations
combined26 Their sample aimed to be representative but possibly in this case
exaggerates27 yet the significance of such deed-of-settlement companies can no longer be
doubted So widespread and well understood was the deed-of-settlement form that it was
adopted both in the 1826 Banking Act and the I844 Companies Act as the constitutional
form for the new corporate registration procedures they introduced (only in 1856 did the
British term for a corporate charter and by-laws ndash the lsquomemorandum and articles of
associationrsquo ndash replace the familiar lsquodeed-of-settlementrsquo for newly registered companies)
Unregistered deed-of-settlement companies had then become technically illegal if they
had more than 25 partners (shareholders) but some established deed-of-settlement
companies carried on regardless for decades longer28
It might be argued that these many alternative company forms that more commonly
appeared in Europe had less lsquocorporate-nessrsquo than American (or European) corporations
proper This was true but only in some respects
(a) Corporate personality This was an inherent characteristic of corporations proper
but de jure or de facto also of some of the others for example by use of the trust
device in deed-of-settlement companies
(b) Entity shielding This was clear for corporations but sometimes also de facto or de
jure achieved by some partnerships even (for example in Germany) by ordinary
partnerships (in the restricted sense that creditors had to exhaust the debtorrsquos own
assets before pursuing assets within the partnership)29 Hansmann et al have
argued that entity shielding was more important than limited liability for early
corporations and difficult to attain by contract30
(c) Limited Liability Although this is often viewed as a precondition for dispersed
ownership many early nineteenth-century corporate charters did not explicitly
provide it31 but all commandites by definition had it as did some other forms in
practice or in principle In deed-of-settlement companies creditors were advised
Business History 869
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ary
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to pursue claims through the company effectively resulting in a form of
proportional liability (and this was legally required after the 1844 act for deed-of-
settlement companies registered under it)32 Moreover multiple ownership was a
necessary condition of commandites and deed-of-settlement companies but not of
corporations some statutory corporations were lsquocorporations solersquo33
(d) Perpetual Succession This (together with a corporate seal) is sometimes
considered legally distinctive to corporations making them immune to the death
of a shareholder (or indeed any transfer of ownership) Blair has argued that this
locking-in of capital was a key contribution of early corporations34 Yet
partnerships could survive the death of a partner by using trustees and there were
transferable shares in many deed-of-settlement companies and commandites
conversely some corporations limited the transferability of their shares even on
the death of a holder In the more casual sense of perpetuating business life many
corporations had a fixed term (renewals were possible but were sometimes
denied) and even if that were not the case there was of course no guarantee they
would survive the death of a key founding entrepreneur On the other hand some
Gewerkschaften had already survived for centuries and some commandites and
deed-of-settlement companies also survived over several generations of owners
and managers
(e) Compulsory Purchase This does seem to have been almost entirely confined to
corporations proper presumably because if you had to go to the legislature to
obtain such rights you might as well ask for the full corporate form including
limited liability at the same time (and in the UK the standard statutory clauses for
private acts required it)
It is easy to project the present onto the past and imagine that the limited liability
corporation was a sine qua non of scale Yet there is now a consensus that limitation of
liability was considered less important when corporations were first widely used and some
evidence that dispersed shareholders were willing to accept double liability reserve
liability or even completely unlimited liability for example in well-managed banks35
One should remember moreover that in large-scale manufacturing internal investment
by traditional unincorporated and fully liable entrepreneurs remained until the later
nineteenth century (and sometimes into the twentieth) perfectly adequate to build even the
biggest manufacturing firms in all four countries In the emerging ironsteelarmaments
industry for example national champions like Krupp Vickers and Carnegie long
remained sole proprietorships or unlimited partnerships though their French equivalent
Schneider was the first to become less personally owned it was a commandite par actions
In locomotive manufacturing the five largest global firms of 1860 ndash Stephensons and
Hawthorns in Newcastle Beyer Peacock in Manchester Borsig in Berlin and Baldwins in
Philadelphia ndash long remained sole proprietorships or partnerships The high profits made
by these innovators (andor bank loans) were presumably sufficient to finance their
enormous engineering and assembly works employing several thousand workers36
There is no one right decision on where to draw the organisational boundary that
depends on the question one is asking If it is important for passive investors to have
limited liability to encourage the supply of funds to enterprises with economies of scale
beyond the means of individuals the commandite may serve perfectly well On the other
hand if managersdirectors also need limited liability to encourage them to take risks the
corporation with fully limited liability better serves their needs It was not just continental
Europeans but also many wise Anglo-Saxons like John Stuart Mill who saw much merit
870 L Hannah
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ary
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in the commandite form limiting the liability of outside shareholders but also enforcing
full responsibility for collective debts where it really lay on the active managers
Yet many active managers in America and Britain ndash those usually in the driving seat on
such matters ndash were less enthusiastic about Millrsquos ideas and preferred the corporation
proper (expunging managerial liability) to the commandite (which left them liable)
Table 1 summarises when some options became available It will be evident that there
is no clear pattern of precedence here one can make a case for each one of these four
countries lagging on some dimension37 The US is particularly difficult to rank because of
wide variations in timing between states spanning nearly a century and only France had no
regional variations For the UK various critical dates have been identified ndash 1782 1825
1826 1844 1855 1856 and 1858 ndash but room for debate disappears after insurance
companies were allowed to register in 186238 any legal business could then register with
limited liability in all four kingdoms In the US Wright adopting the view that any
registration process even if limited to small companies or specific industries is lsquogeneralrsquo
says that most states had general acts by 185039 Berle and Means adopting a tighter
standard say the process had then just begun and was only lsquoapproximately completersquo even
at the end of the nineteenth century40 The case that America was in the lead thus has to be
based on corporate numbers particularly numbers of special acts Such incorporations
were of course available ndash often with fully limited liability ndash in all four countries for the
whole period SyllandashWright consider
Counting new incorporations
It is worth re-examining the SyllandashWright statistics with these alternative perspectives in
mind The strongest element in their comparative view is that within their period ndash broadly
Table 1 Liability and Corporate-ness some Legal Milestones in Four Countries
Country
CommanditesLimited LiabilityPartnerships
Gewerkschaftendeed-of -settlement companies etc
Limited Liabilityby Registrationa
Prussia long-standing long-standing 1870France long-standing 1863b67US Louisiana 1808
NY 1822non-existent or discouraged Connecticut 1837c
major states by 1850sd
uniform act 1916 California 1931e
UK Ireland 1782 long-standingf 1855g
Britain 1907h discouraged from 1844i 1858 (banks)1862 (insurance)
aOf some generality eg excluding New York in 1811 which applied only to selected manufacturing industriesof small scale (up to $100000 capital) or the pre-1844 UK laws confined to shipping and letters patent (unlimitedby size)b Until 1867 only for SAs with up to F20m ($4m) capitalc Connecticut accounted for 2 of the US populationd Some states retained size and industry exceptions for example in Pennsylvania wholesalers could not registerunder the 1872 general law until 1895 nor could retailers until 1901 (Evans Business Incorporations 33)e Under the 1859 California law liability was proportional until limited liability was introduced in 1931f And formally recognised by simple registration for banks from 1826 and other companies from 1844 though afurther special act or letters patent were required for limited liability (as opposed to proportional liability orsubstantially limited liability by contractual exclusion of claims)g in England Wales and Ireland 1856 in Scotlandh possible in corporate form or by contract from 186567iunless registered under the 1826 or 1844 legislation or with fewer than 25 members
Business History 871
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1790ndash1860 though a little earlier or later for some European data ndash the numbers of
new incorporations proper were greater in the US than in any of the three European powers
they examine
They most seriously underestimate Prussian corporations proper reporting the number
of new charters for Prussian Aktiengesellschaften (AGs) as 285 in 1770ndash1867 only a few
per year Unfortunately this clearly omits the overwhelming majority of Prussian
corporation-like entities including many with limited liability for half a dozen reasons
They acknowledge only one of these the exclusion of all railways and turnpikes
suggesting that railways might increase their Prussian corporate capital figure by 103m
thalers nearly half as much again as their figure for non-railway corporations41 This is too
low The Prussian government statistician Dr Ernst Engel recorded 27 railways chartered
in 1826ndash50 alone with 1426m thalers capital42 (and by 1870 they had merged into 19 and
raised their capital by 4022m thalers) and a further 20 with 5741m thalers capital
chartered in 1851ndash70 By 1870 there were 39 with 7168m thalers capital 70 of all AG
capital authorised in Prussia to that point43 Turnpikes were smaller but more numerous
41 were formed in 1843ndash50 alone44
For AGs alone Bosselman detecting a misprint in Engelrsquos figures and other
understatements suggests there were at least 418 formations with 1036m thalers capital by
187045 That is without counting the AGs operating in Prussia but not chartered there for
from 1834 German AGs chartered outside Prussia ndash some Zollvereinmembers being more
liberal incorporators ndash in principle could (and sometimes did) operate in Prussia46 Also
Berlinrsquos gas supply started in 1826 was the work of Imperial Continental Gas a London
company operating throughout Europe Inter-state corporate mobility existed in Europe
before it was more decisively legally underpinned in the US by Paul vs Virginia in 186847
SyllandashWright also exclude all Prussian Gewerkschaften Engel noted in 1875 that 776
Gewerkschaften formed under the old law survived and a further 336 under the new 1865
law so it is possible that Gewerkschaften outnumbered AGs before 187048 Engel also
considered many other organisational forms which resembled corporations in possessing
separate legal personality but we can perhaps ignore multi-owner entities like
cooperatives and savings banks (which were usually organised on a mutual communal
or not-for-profit basis though similar enterprises in the US often took the corporate
form)49 Targeting only capitalist businesses with limited liability there is a stronger case
for including Kommanditgesellschaften (KGs) though there is little statistical information
on these in the relevant period but as late as 1895 KGs remained more numerous than
Gewerkschaften50 They were available initially under customary law and later (the dates
varying regionally) in standardised forms with shares (auf Aktien KGaAs) or without
(simple KGs) Many were small but others were not for example two Berlin banks
formed as KGaAs in 1856 the Disconto-Gesellschaft and the Berliner Handelsge-
sellschaft had paid-up share capitals of 10m thalers ($75m)51 and 374m thalers
($28m) respectively which placed them among the larger American and British banks at
that time52 Even larger were two quasi-state enterprises the Preussische Bank and the
Seehandlung trading company and bank also omitted by SyllandashWright53 being
privileged corporations chartered outside the AG rules The Preussische Bank alone in
1860 had 162m thalers (over $12m) share capital at par (7 of which was state-owned)
and 209m thalers ($157m) at market 1568 shareholders and 113 branches and
agencies54 Stock exchanges were well developed though the exchange in the free city of
Frankfurt (annexed to Prussia only in 1866) was still bigger than Berlinrsquos and funnelled
substantial German investments to the US rather than Prussia as well as attracting French
investment to Germany55 Nonetheless by 1870 Prussiarsquos own long-established stock
872 L Hannah
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ary
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exchange in Berlin listed 60 railway shares and 55 bank and industry shares fewer
railways than the NYSE ndash as Engelrsquos figures suggest Prussiarsquos smaller railway capital was
more concentrated ndash but similar numbers for non-railway shares56
We simply do not know how many multi-owner entities with some corporate
characteristics were formed in Prussia but it was an order of magnitude more by number
and perhaps 1200m thalers ($900m) by capital of multi-owner entities with corporate
characteristics formed up to 1870 this conjecture would certainly be nearer than Syllandash
Wrightrsquos $159m figure Moreover because of the extreme conservatism of Prussian
chartering and entry regulation in some industries57 a higher proportion possibly survived
at the end of the period than in the US58
The SyllandashWright statistics for France are more plausible because they do include
multi-owner entities (especially commandites) beyond corporations proper (societes
anonymes or SAs the French equivalent of AGs) Private turnpike corporations are not a
problem in France since national (and some departmental) roads were primarily operated
by the government Ponts et Chaussees The SyllandashWright statistics of 542 SAs and nearly
7000 commandites par actions omit those formed before 1808 (SAs) or 1826
(commandites par actions) and all commandites simples The latter substantially
outnumber the included entities 9375 were formed in 1840ndash60 alone59 In annual per
capita terms this implies a higher formation rate for commandites in France nearly double
the per capita rate for the 1098 limited partnerships in New York state in 1822ndash58 that
they report (and other US states probably used this form less than New York) It therefore
looks as if France came closest to America in the creation of limited liability entities60 it
was far behind both the US and the UK only in the creation of corporations proper (SAs)
However French SAs probably had a higher survival rate than American corporations
again a government lsquopicking winnersrsquo was more likely to discourage speculative
formations and protect incumbents from new entry61 Part of the reason for the limited
numbers of SAs and the popularity of commandites was the lower cost of the latter62
Many commandites and SAs were quoted on the Paris Bourse and though French
commentators alleged that the share markets in England and Germany were freer there
was a lively supplementary market on the coulisse63
Some of their UK statistics are also clearly undercounts They note that they omit
turnpikes which developed earlier in Britain and Ireland than in the US and only issued
bonds not equity English-style turnpikes were introduced to Ireland from 1727 and to the
US from 1792 so Irelandrsquos 1300 thorn mile network was almost complete before the first US
turnpike opened64 There were several thousand private acts for UK turnpikes and over
a thousand of the resulting (usually multi-owner) entities survived to the mid-nineteenth
century SyllandashWright also omit the small number of UK limited partnerships65 They are
under the impression that the Bubble Act inhibited parliament from authorising special
incorporations by statute before its repeal in 1825 though of course the UK parliament
(being its own supreme court) could ndash and in thousands of special acts did ndash cheerfully
neglect the earlier legislation when it wished66 They also quote numbers for companies
known on the London market in 1824 (156)67 and a little more broadly in 1843 (717) or
choosing to register their existence in 1844 before the new act took effect (947) though
these numbers were only a fraction of the companies in existence at these dates68
Nonetheless their final estimate of fewer than 10000 companies formed in the UK by 1860
is in the plausible range My own unpublished estimates suggest around 12000 (subject to
considerable possible margins of error in both directions) for the sum between 1790 and
1860 of all new statutory corporate enactments royal charters deeds-of-settlement and
similar lsquounauthorisedrsquo foundations plus companies registered under the (general)
Business History 873
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Companies Acts from 1844 and show the US possibly overtaking the UK in numbers of
new companies formed as early as the 1830s69
Table 2 summarises the discussion so far on the flow of new companies formed in
periods including the years 1808ndash60 plus a variety of earlier and later years Although
there remain many unknowns none of my mild qualifications challenges the basic Syllandash
Wright conclusion France seems to have run the US closest on the more expansive
definition of numbers of new businesses with limited liability formed The US was clearly
very well ahead if (as in column 1) all commandites Gewerkschaften deed-of-settlement
companies and their like are excluded These statistics measure only flows of new
formations not stocks of surviving companies
Counting the corporate capital stock ca 1860
The metric used by SyllandashWright for the amount of corporate capital ndash the flow of that
authorised ndash is more troubling For example in the UK pound893m ($4465m) was authorised
in new companies registered under the Companies Acts between 1862 and 186870 One
might admire this achievement it was after all as much in seven years as had been
authorised by special act over the previous seven decades in the US according to Syllandash
Wright Yet this is misleading because the UK registrar was notoriously lax one year later
he registered one company with pound100000000 authorised but only pound250 paid-up capital
Contemporary statisticians were well aware such published statistics were absurd71
Where ndash as in some countries and with variations over time too ndash the costs of charters
(or taxes) increased with the amount authorised capital figures were less likely to be
fictitiously high Also in UK statutory companies72 ndash subject to tougher regulation under
the 1845 Companies Clauses Consolidation Act with many of the larger ones also vetted
by the London Stock Exchange listing committee ndash the authorised and paid-up capitals
were closer together73 Registration procedures for corporations proper were also
Table 2 The Flow of Entities formed ca 1790ndash1860
CountryNumber of Corporations proper (corporationsAGs SAs etc) individually chartered
All corporate-like or limited liabilityentitiesa
Prussia at least 418 (1770ndash1870) not known but much largerthan col 1
France 542 (1808ndash67) above 16867 (1808ndash67)b
US 22419 (1790ndash1860) above 31098 (1790ndash1860)c
UK not known but in thehundreds before 1790 and thousands1790ndash1860
ca 12000 (1790ndash1860)d
a includes traditional forms like Gewerkschaften commandites deeds-of-settlement plus companies incorporatedunder general legislation all of these being excluded from the previous columnb includes the SAs in col 1 plus lsquonearly 7000rsquo commandites par actions (which we interpret as 6950) plus 9375commandites simples It excludes all commandites par actions formed before 1826 and all commandites simplesformed before 1840 or in 1861ndash67c Includes the special acts in col 1 plus SyllandashWrightrsquos central estimate for all additional incorporations undergeneral and quasi-general acts but only 1098 limited partnerships those registered in New York from 1822ndash58d Subject to wide margins of error because only the (small number of) Irish limited partnerships are firmly known(French lsquoOriginrsquo) While the numbers of special acts are known (Williams Historical) not all of these creatednew corporations (rather than modifying existing ones) many of the provisional registrations under the 1844 actexisted on paper only (Levi lsquoOn Joint Stockrsquo) and the estimates for deed-of-settlement deed-of-co-partnerycost-book and similar companies are likely to be understated because of the non-random nature of the sampling(see n 68 below)
874 L Hannah
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generally tighter in the civil law systems of the European continent than in the
Anglosphere though SyllandashWright themselves point out the wide gap in the French
commandite data between the amount authorised and paid-up The Fabian principles of
LSE lecturer HA Shannon who published a series of articles in the 1930s exposing the
high failure rate of early registered British companies made him a firm admirer of the
more restrictive German registration system74 Many of the multi-million dollar
capitalisations authorised in the US in the 1850s were competing schemes by promoters of
transcontinental railroads ndash dreams which never saw the light of day ndash so the share of
railway capital in SyllandashWright totals may be exaggerated US statesrsquo registration
procedures differed considerably in their rigour so inter-state differences may also not be
accurately reflected75 SyllandashWright are fully aware that their figures include many
companies that were stillborn or soon bankrupt (and their suggestion of a 60 survival rate
in the UK compared with 33ndash50 in the US is probably too generous to the UK)76 It
appears that in the nineteenth century about half of all companies chartered in the main
European countries survived to the end of the century while in the UK nearly two-thirds
failed and in the US the failure rate was even higher at about three-quarters77
Given these variations ndash over time and between countries states and categories ndash in
the degrees of fiction in the authorised capital data as well as in corporate survival rates it
makes sense to focus on the extant stock of paid-up capital78 For the US SyllandashWright
report a flow figure of $45 billion for the minimum authorised capital of all special
incorporations to 1860 and optimistically suggest that this is probably an underestimate of
capital actually paid in noting also that it excludes the capital in the (minority of)
corporations formed under general acts and of limited liability partnerships It is also a
gross flow figure making no allowance for disappearances Yet total US net new domestic
investment79 in the 1850s ndash including all investments in reproducible capital stock by
government in housing and farms and by individual proprietorships and partnerships
(which remained the business form of choice) ndash was only double the figure they give for
that decade What still impressed Charles Morrison a young British plutocrat with
extensive US investments during his visits from 1843 onwards was how much American
wealth was still tied up in real estate rather than secondary and tertiary activities in which
corporations were more common80 It is plausible but only barely that most domestic US
investment by the mid-nineteenth century took the corporate form81
Reliable data on the number and paid-up capital of all extant corporations are only
available from 188384 for the UK or Germany 1898 for France and 190910 for the US
but before that some sectors have good data Henry Varnum Poor measured US railway
capital systematically in this period and his annual data imply a figure for the common and
preferred stocks82 of the (several hundred) railways extant in 1860 of $7204m or 17 of
GDP83 Poor was well-informed and is likely to have missed only a few small private
railways yet his figure is less than a third of the SyllandashWright figure for the minimum
authorised capital of $22986m in 2603 railroad charters from 1825 (when railway
chartering began in the US) to 1860 It is clear that the SyllandashWright data include a high
rate of stillborn and defunct corporations speculative chartering of entities which had yet
to see an iron rail fictional capital that was never paid-up andor duplication in charters
for merged railways84 Since railways account for just over half of all their 1790ndash1860
capital authorised this casts some doubt on any suggestion that $45 bn is a minimum
estimate of capital actually paid in though they do point out that banks (which account for
just over 10 of their capital flows) did better with about half (rather than around a tenth
as in railways) of their bank corporations surviving to 1860 In fact banks did even better
than that in terms of capital the value of all US bank capital at the end of 1860 was
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reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
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ary
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in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
Business History 877
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ary
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
878 L Hannah
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ary
2015
Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
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ary
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
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ary
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in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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ary
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
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ary
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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by [
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vers
ity o
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at 1
145
15
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
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ary
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ity o
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at 1
145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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ary
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
Dow
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ity o
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at 1
145
15
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ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
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facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
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2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
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ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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ded
by [
Uni
vers
ity o
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lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
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ded
by [
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ity o
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15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
Corporations in the US and Europe 1790ndash1860
Les Hannah
CIRJE University of Tokyo and London School of Economics Economic History Houghton StLondon WC2A 2AE United Kingdom
Sylla and Wrightrsquos statistics of new US special incorporations in 1790ndash1860 show thatthey exceeded those in France Prussia and the UK but the aggregate paid-up sharecapitals of extant companies were not so far apart in 1860 The UK continued to leadcorporatisation as measured by the ratio of corporate share capital to GDP Thedistinctive features of US corporations were that they were small diverse andnumerous while UK corporations were larger more capital-intensive less prone todisappear and had more dispersed ownership
Keywords corporations commandites companies US Europe
The new database of US special incorporations to 1860 presented by Richard Sylla and
Robert Wright in this journal (2013) projects welcome sunlight on a statistical dark age of
American corporate history Showing that corporations were created more numerously in
America than in major European states in the first half of the nineteenth century they
suggest that the laggards ndash (common law) UK and (civil law) France and Prussia ndash
resembled each other more than the (common law) US leader They conclude
that developmental US political culture ndash rather than the legal lsquofamilyrsquo emphasised by
others ndash is the driving force behind the alleged divergence This comment on and
amplification of the seminal SyllandashWright article suggests that they may have over-egged
their pudding Their observation that regional differentials within the US in the degree of
corporatisation were related to the development of secondary and tertiary industries and
urbanisation raises the obvious question of why this (apparently) did not apply
internationally How was the UK ndash the lsquoFirst Industrial Nationrsquo ndash able to industrialise and
urbanise (more than the US) without as wholeheartedly embracing the new general-
purpose technology of the corporation that was critical to modernising the urban financial
and transport infrastructure and (modestly) raising scale in manufacturing
Ron Harrisrsquos answer was that England struggled to raise living standards while
industrialising and really would have been better off following the canonical American
model sooner1 and SyllandashWright and many others have implicitly or explicitly agreed
However on the basis of a wider survey of multi-owner business entities and additional
material particularly for the European countries and on stocks rather than flows I will
suggest that these nations resembled each other more than the existing literature implies
q 2013 Taylor amp Francis
An earlier version has benefited from suggestions from Kristine Bruland Carsten Burhop Eric HiltRobin Pearson Richard Sylla John Wallis Robert Wright and two anonymous refereesResponsibility for remaining errors is mine
Email lesliehannahhotmailcom
Business History 2014
Vol 56 No 6 865ndash899 httpdxdoiorg101080000767912013837893
Dow
nloa
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ity o
f G
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145
15
Janu
ary
2015
Contrary to the consensus the lsquoFirst Industrial Nationrsquo in 1860 did not lag behind the US
in corporatisation indeed the UK was still ahead by the accepted metric of the ratio of
corporate capital to GDP (as one would expect in the leader of industrialisation) What was
impressive about early US corporate development was not the early and abundant offering
of limited liability to finance railways and other large-scale enterprises Rather the New
World led in the promiscuous creation of many small corporations over a wider range of
businesses and tolerance of higher corporate bankruptcy rates
The next section shows how corporate and quasi-corporate forms differed setting the
scene for a more inclusive though still incomplete count of flows of new business entities
The ratios of stocks of corporate capital to GDP are then discussed followed by the mean
size of companies in the four nations and the related dispersion of shareholdings Possible
reasons for emerging international differences are outlined
Is the lsquoCorporationrsquo the same everywhere
SyllandashWright believe that the US soon had most lsquocorporationsrsquo and that measured by
their minimum lsquoauthorised capitalrsquo American corporations also out-paced Europersquos
These terms are an immediate pointer to some problems of interpretation The term
lsquocorporationrsquo soon became shorthand for the business corporation in American English
though the wordrsquos origins on both sides of the Atlantic were identical including other
bodies corporate such as municipalities and universities The British sometimes followed
American usage but their favoured term remains lsquocompanyrsquo also still used in the US
Since in Victorian English ndash and indeed in many other languages societe sociedad
Gesellschaft kaisha etc ndash that word included partnerships and other multi-owner
business forms2 it was usually adjectivally qualified (by joint stock chartered limited
unlimited sole public private statutory cost-book sixty-fourth guaranteed deed-of-
settlement co-partnery etc) to clarify the precise form being alluded to On the other
hand Americarsquos omnibus term lsquocorporationrsquo permitted ambiguity about which of these
(in some cases optional or even ndash in America ndash unavailable) aspects of lsquocorporate-nessrsquo
the described entity possessed
The SyllandashWright phrase lsquoauthorised capitalrsquo is problematic in a different way Why
should businesspersons need to have their capital authorised by the state Should
entrepreneurs not have known how much capital they needed modifying that from time to
time and contracting for more funds as and when required What value added did
legislators bring to authorising any particular amount SyllandashWrightrsquos answer is that this
was the limiting condition for what was originally a privilege and soon became a right
some combination of separate legal personality (including the ability to sue and be sued a
corporate seal and the right to own land collectively) perpetual succession (the ability of
the business to continue even if ownership changed) entity shielding (creditors could not
have recourse to business assets for individual shareholderrsquos debts) and limited liability
(shareholders were liable only for what they had contributed) A further reason was the
need for statutory powers of compulsory purchase (in American English lsquoeminent
domainrsquo) essential for some enterprises There were good reasons for seeking some or all
of these aspects of corporate-ness but the latter especially drove canals docks turnpikes
and railways to the statutory route
Beyond railways and their like Americans embraced political oversight of these
business decisions for a more eclectic range of enterprises than European legislators or
autocrats3 This was partly a matter of the shared and inclusive developmental ideology
fostered by independent nationhood Americans were not as allergic to politiciansrsquo fingers
866 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
in the developmental pie as they later became4 Political authorisation of business capital
decisions was also facilitated by Americarsquos numerous legislators having time on their
hands The British Empire had one legislature at Westminster for several hundred million
people5 the small new and hastily federated republic started with 14 legislatures for fewer
than 4 million and by 1860 had three dozen of them ndash most still with smaller
constituencies than a British municipal corporation6 ndash looking for something to do
(though the federal Congress only rarely chartered anything) Large European unitary
states simply could not match that devolved legislative manpower and legislators
everywhere were mainly part-timers The divergence was palpable One of the reasons for
the UKrsquos company legislation of 1844 (establishing a new procedure for registering
companies administratively without involving parliament) and 18457 (standardising the
corporate governance and capitalisation rules for the numerous companies still authorised
individually by statute) was that a centralised parliament was visibly no longer able to
cope with the weight of private bills (temporary huts had been constructed next to the
houses of parliament to handle the excess work) On the other hand one of the reasons for
general registration replacing individual chartering in the US was to limit corruption
among numerous state legislators8
But there was another way forward to the modern world of corporations ndash more
common in Europe ndash which did not necessarily involve legislators at all Businesses could
simply contract for some or all of the characteristics of lsquocorporate-nessrsquo in private legal
agreements Modern libertarians have argued vigorously that the state is in principle quite
unnecessary for the creation of corporations9 but it took some time for Americans to be
converted to the older European view Nothing more than mutual agreement (and
registration) might then be required for the establishment of some aspects of lsquocorporate-
nessrsquo for the likes of hundreds of limited partnerships or even (as in New York from 1811)
small manufacturing corporations Many (especially large) corporations proper which
attracted some suspicion from both monarchical and republican oligarchs and legislators
as potential challengers to their power usually had to wait a little longer The shift from
anti-corporatism and anti-charter sentiment in the US (similar to the British campaign
against lsquoOld Corruptionrsquo) to promiscuously chartering a (less worrying) multiplicity of
competitive corporations took time
Europe had well-established precedents in the medieval Lex Mercatoria partnership
contracts and trust law that enabled the private ordering of some of these matters without
the intervention of the legislative (or executive) arm of government American corporate
lawyers either were ignorant of such options or feigned ignorance to pad their wallets as
supplicants to state legislatures in any event it is clear that America went its own distinct
way in corporate law more spectacularly quickly than in other fields of law10 The
libertarian alternative is seen most clearly in Norway which had escaped the Napoleonic
embrace and thus also his 1807 civil code that mildly restrained earlier freedoms enjoyed
by multi-owner enterprises in much of Europe and seriously restrained corporations
proper such as the societe anonyme (SA) in France Norway simply carried on traditional
centuries-old commercial practices and had no corporate statute law in the nineteenth
century Norwegian businessmen could of course go to the state for special privileges
required to build a railway but most Norwegian businesses simply freely and privately
contracted for the degree of corporate-ness liability rules amount of capital and
governance rules which seemed to them (and their investors) appropriate to their
circumstances It turned out that they had ideas on such matters that were at least as good
(and possibly better) than politicians prescribed elsewhere11 Norwegian businesses
apparently achieved a kind of limited liability perpetual succession the right to sue and be
Business History 867
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
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at 1
145
15
Janu
ary
2015
sued in the corporate name entity shielding and sensible corporate governance rules to
protect shareholder rights simply by enjoying the advantage of politicians who did not
take as negative a view of such private contracting as those in America Britain and
elsewhere prone to pass laws forbidding andor channelling it
The result by 1910 ndash when Norway finally accepted the tide of legislative fashion and
passed its first corporation statute12 ndash was impressive without any legislative blueprint
the entrepreneurs of this tiny (and still quite modestly developed) country had by then
created more corporations per million people than any country outside the USA13 That the
more state-controlled US system could produce even more corporations is simply
explained for by the 1830s lsquospecialrsquo charters were so promiscuously issued that it was
almost a free regime even before simple registration without individual legislative
approval became the dominant form of incorporation (at an unknown date judging by
SyllandashWrightrsquos statistics some years after 1860 when it was already the British norm)
The important variable (as SyllandashWright suggest) was the political will to move to prolific
incorporation or in the case of Norway beneficent political inaction leading to the same
result In Prussia France and the UK in the first half of the nineteenth century corporate
law was located somewhere between the near-absolute liberty in Norway14 and near-
absolute state control in America15 but in none of the three major European countries was
it the dominant practice around 1800 (as in the US) to go to the legislature to obtain some
aspects of corporate-ness
The most common alternative was the commandite partnership descended from the
medieval commenda and usually formed like other partnerships by simple legal
agreement though they were often also required to register their existence and terms with
the local magistracy or other public officials much like American businesses under later
general acts16 The commandite form was distinguished from ordinary partnerships by
offering its lsquosilentrsquo or lsquosleepingrsquo partners (or shareholders if it chose to issue shares to
these investors) the same limitation of liability as was offered by (some) corporations
(though managing partners retained full liability) These and similar partnerships had been
widely used under the ancien regime for example by French nobles wishing to invest in
trade or manufactures while keeping their identity secret17 They had existed for centuries
but the Napoleonic code of 1807 ndash which applied in western parts of Prussia as well as in
France and some other countries ndash laid down formal procedures by which they could
continue to be created with minimal state involvement Guinnane et al have argued that
such limited partnerships were often also preferred to corporations in French civil law
jurisdictions for other reasons than simplicity of registration notably because they had
more appropriate governance rules than US corporations or limited partnerships for small
concerns with modest numbers of proprietors18
There were alternative routes In the UK the shipping sector continued to benefit from
being subject to the ancient Court of Admiralty which resulted in many multi-owner
shipping companies often divided into sixty-fourths that were corporations lsquofor practical
purposes though the lawyer may dislike use of the termrsquo19 Some US maritime cities too
retained admiralty courts that recognised this multi-ownership form and in Germany also
Mitreeder owned Schiffsparten20 The bergrechtiche Gewerkschaft was widely used in
German mining and (on a smaller scale) so was the similar lsquocost-bookrsquo system in Britain21
They shared some aspects of corporate-ness with AGs but other rules (such as controls on
liability) were different It was not unusual for ownership to be dispersed among dozens of
investors and in some cases there were hundreds trading their Kuxe (parts their equivalent
of shares) on stock exchanges
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In the UK the main vehicle for forming multi-ownership businesses without individual
government approval was a distinctive extension of the traditional partnership using trust
law the deed-of-co-partnery (in civil law Scotland) or deed-of-settlement (in common law
England Wales and Ireland) It has long been understood that such joint-stock forms were
widely used in Scotland and operated for long periods22 but the recent publication of
Shareholder Democracies by Freeman Pearson and Taylor clarified how significant and
pervasive this form was in all four kingdoms Legislators by 1843 were telling those
urging more state control that this would be lsquovery difficult of adoption in this country after
the degree of practical countenance which joint stock companies have received and the
manner in which they have become interwoven with the commercial habits of the
peoplersquo23 It is true that these extended partnerships lacked some features of corporate-
ness beyond perpetual succession and powers to sue and be sued and govern themselves
but as Freeman et al show some did attempt to achieve wider corporate characteristics
even including limited liability For example some insurance companies wrote limitations
in all stockholder and policyholder contracts so their owners and managers remained only
(negligibly) exposed to third party liability claims24 These companies were neither
authorised by the state nor generally persecuted by it25 and they included many hundreds
of businesses dozens of the larger among them quoted on stock exchanges some with
over a thousand shareholders Indeed the sample of 224 deed-of-settlement companies in
the Freeman et al database of companies formed between 1720 and 1844 averaged 27
times the nominal capital of the 290 authorised by parliament in that database thus
accounting for more than twice as much capital as statutory and chartered incorporations
combined26 Their sample aimed to be representative but possibly in this case
exaggerates27 yet the significance of such deed-of-settlement companies can no longer be
doubted So widespread and well understood was the deed-of-settlement form that it was
adopted both in the 1826 Banking Act and the I844 Companies Act as the constitutional
form for the new corporate registration procedures they introduced (only in 1856 did the
British term for a corporate charter and by-laws ndash the lsquomemorandum and articles of
associationrsquo ndash replace the familiar lsquodeed-of-settlementrsquo for newly registered companies)
Unregistered deed-of-settlement companies had then become technically illegal if they
had more than 25 partners (shareholders) but some established deed-of-settlement
companies carried on regardless for decades longer28
It might be argued that these many alternative company forms that more commonly
appeared in Europe had less lsquocorporate-nessrsquo than American (or European) corporations
proper This was true but only in some respects
(a) Corporate personality This was an inherent characteristic of corporations proper
but de jure or de facto also of some of the others for example by use of the trust
device in deed-of-settlement companies
(b) Entity shielding This was clear for corporations but sometimes also de facto or de
jure achieved by some partnerships even (for example in Germany) by ordinary
partnerships (in the restricted sense that creditors had to exhaust the debtorrsquos own
assets before pursuing assets within the partnership)29 Hansmann et al have
argued that entity shielding was more important than limited liability for early
corporations and difficult to attain by contract30
(c) Limited Liability Although this is often viewed as a precondition for dispersed
ownership many early nineteenth-century corporate charters did not explicitly
provide it31 but all commandites by definition had it as did some other forms in
practice or in principle In deed-of-settlement companies creditors were advised
Business History 869
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ary
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to pursue claims through the company effectively resulting in a form of
proportional liability (and this was legally required after the 1844 act for deed-of-
settlement companies registered under it)32 Moreover multiple ownership was a
necessary condition of commandites and deed-of-settlement companies but not of
corporations some statutory corporations were lsquocorporations solersquo33
(d) Perpetual Succession This (together with a corporate seal) is sometimes
considered legally distinctive to corporations making them immune to the death
of a shareholder (or indeed any transfer of ownership) Blair has argued that this
locking-in of capital was a key contribution of early corporations34 Yet
partnerships could survive the death of a partner by using trustees and there were
transferable shares in many deed-of-settlement companies and commandites
conversely some corporations limited the transferability of their shares even on
the death of a holder In the more casual sense of perpetuating business life many
corporations had a fixed term (renewals were possible but were sometimes
denied) and even if that were not the case there was of course no guarantee they
would survive the death of a key founding entrepreneur On the other hand some
Gewerkschaften had already survived for centuries and some commandites and
deed-of-settlement companies also survived over several generations of owners
and managers
(e) Compulsory Purchase This does seem to have been almost entirely confined to
corporations proper presumably because if you had to go to the legislature to
obtain such rights you might as well ask for the full corporate form including
limited liability at the same time (and in the UK the standard statutory clauses for
private acts required it)
It is easy to project the present onto the past and imagine that the limited liability
corporation was a sine qua non of scale Yet there is now a consensus that limitation of
liability was considered less important when corporations were first widely used and some
evidence that dispersed shareholders were willing to accept double liability reserve
liability or even completely unlimited liability for example in well-managed banks35
One should remember moreover that in large-scale manufacturing internal investment
by traditional unincorporated and fully liable entrepreneurs remained until the later
nineteenth century (and sometimes into the twentieth) perfectly adequate to build even the
biggest manufacturing firms in all four countries In the emerging ironsteelarmaments
industry for example national champions like Krupp Vickers and Carnegie long
remained sole proprietorships or unlimited partnerships though their French equivalent
Schneider was the first to become less personally owned it was a commandite par actions
In locomotive manufacturing the five largest global firms of 1860 ndash Stephensons and
Hawthorns in Newcastle Beyer Peacock in Manchester Borsig in Berlin and Baldwins in
Philadelphia ndash long remained sole proprietorships or partnerships The high profits made
by these innovators (andor bank loans) were presumably sufficient to finance their
enormous engineering and assembly works employing several thousand workers36
There is no one right decision on where to draw the organisational boundary that
depends on the question one is asking If it is important for passive investors to have
limited liability to encourage the supply of funds to enterprises with economies of scale
beyond the means of individuals the commandite may serve perfectly well On the other
hand if managersdirectors also need limited liability to encourage them to take risks the
corporation with fully limited liability better serves their needs It was not just continental
Europeans but also many wise Anglo-Saxons like John Stuart Mill who saw much merit
870 L Hannah
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ary
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in the commandite form limiting the liability of outside shareholders but also enforcing
full responsibility for collective debts where it really lay on the active managers
Yet many active managers in America and Britain ndash those usually in the driving seat on
such matters ndash were less enthusiastic about Millrsquos ideas and preferred the corporation
proper (expunging managerial liability) to the commandite (which left them liable)
Table 1 summarises when some options became available It will be evident that there
is no clear pattern of precedence here one can make a case for each one of these four
countries lagging on some dimension37 The US is particularly difficult to rank because of
wide variations in timing between states spanning nearly a century and only France had no
regional variations For the UK various critical dates have been identified ndash 1782 1825
1826 1844 1855 1856 and 1858 ndash but room for debate disappears after insurance
companies were allowed to register in 186238 any legal business could then register with
limited liability in all four kingdoms In the US Wright adopting the view that any
registration process even if limited to small companies or specific industries is lsquogeneralrsquo
says that most states had general acts by 185039 Berle and Means adopting a tighter
standard say the process had then just begun and was only lsquoapproximately completersquo even
at the end of the nineteenth century40 The case that America was in the lead thus has to be
based on corporate numbers particularly numbers of special acts Such incorporations
were of course available ndash often with fully limited liability ndash in all four countries for the
whole period SyllandashWright consider
Counting new incorporations
It is worth re-examining the SyllandashWright statistics with these alternative perspectives in
mind The strongest element in their comparative view is that within their period ndash broadly
Table 1 Liability and Corporate-ness some Legal Milestones in Four Countries
Country
CommanditesLimited LiabilityPartnerships
Gewerkschaftendeed-of -settlement companies etc
Limited Liabilityby Registrationa
Prussia long-standing long-standing 1870France long-standing 1863b67US Louisiana 1808
NY 1822non-existent or discouraged Connecticut 1837c
major states by 1850sd
uniform act 1916 California 1931e
UK Ireland 1782 long-standingf 1855g
Britain 1907h discouraged from 1844i 1858 (banks)1862 (insurance)
aOf some generality eg excluding New York in 1811 which applied only to selected manufacturing industriesof small scale (up to $100000 capital) or the pre-1844 UK laws confined to shipping and letters patent (unlimitedby size)b Until 1867 only for SAs with up to F20m ($4m) capitalc Connecticut accounted for 2 of the US populationd Some states retained size and industry exceptions for example in Pennsylvania wholesalers could not registerunder the 1872 general law until 1895 nor could retailers until 1901 (Evans Business Incorporations 33)e Under the 1859 California law liability was proportional until limited liability was introduced in 1931f And formally recognised by simple registration for banks from 1826 and other companies from 1844 though afurther special act or letters patent were required for limited liability (as opposed to proportional liability orsubstantially limited liability by contractual exclusion of claims)g in England Wales and Ireland 1856 in Scotlandh possible in corporate form or by contract from 186567iunless registered under the 1826 or 1844 legislation or with fewer than 25 members
Business History 871
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1790ndash1860 though a little earlier or later for some European data ndash the numbers of
new incorporations proper were greater in the US than in any of the three European powers
they examine
They most seriously underestimate Prussian corporations proper reporting the number
of new charters for Prussian Aktiengesellschaften (AGs) as 285 in 1770ndash1867 only a few
per year Unfortunately this clearly omits the overwhelming majority of Prussian
corporation-like entities including many with limited liability for half a dozen reasons
They acknowledge only one of these the exclusion of all railways and turnpikes
suggesting that railways might increase their Prussian corporate capital figure by 103m
thalers nearly half as much again as their figure for non-railway corporations41 This is too
low The Prussian government statistician Dr Ernst Engel recorded 27 railways chartered
in 1826ndash50 alone with 1426m thalers capital42 (and by 1870 they had merged into 19 and
raised their capital by 4022m thalers) and a further 20 with 5741m thalers capital
chartered in 1851ndash70 By 1870 there were 39 with 7168m thalers capital 70 of all AG
capital authorised in Prussia to that point43 Turnpikes were smaller but more numerous
41 were formed in 1843ndash50 alone44
For AGs alone Bosselman detecting a misprint in Engelrsquos figures and other
understatements suggests there were at least 418 formations with 1036m thalers capital by
187045 That is without counting the AGs operating in Prussia but not chartered there for
from 1834 German AGs chartered outside Prussia ndash some Zollvereinmembers being more
liberal incorporators ndash in principle could (and sometimes did) operate in Prussia46 Also
Berlinrsquos gas supply started in 1826 was the work of Imperial Continental Gas a London
company operating throughout Europe Inter-state corporate mobility existed in Europe
before it was more decisively legally underpinned in the US by Paul vs Virginia in 186847
SyllandashWright also exclude all Prussian Gewerkschaften Engel noted in 1875 that 776
Gewerkschaften formed under the old law survived and a further 336 under the new 1865
law so it is possible that Gewerkschaften outnumbered AGs before 187048 Engel also
considered many other organisational forms which resembled corporations in possessing
separate legal personality but we can perhaps ignore multi-owner entities like
cooperatives and savings banks (which were usually organised on a mutual communal
or not-for-profit basis though similar enterprises in the US often took the corporate
form)49 Targeting only capitalist businesses with limited liability there is a stronger case
for including Kommanditgesellschaften (KGs) though there is little statistical information
on these in the relevant period but as late as 1895 KGs remained more numerous than
Gewerkschaften50 They were available initially under customary law and later (the dates
varying regionally) in standardised forms with shares (auf Aktien KGaAs) or without
(simple KGs) Many were small but others were not for example two Berlin banks
formed as KGaAs in 1856 the Disconto-Gesellschaft and the Berliner Handelsge-
sellschaft had paid-up share capitals of 10m thalers ($75m)51 and 374m thalers
($28m) respectively which placed them among the larger American and British banks at
that time52 Even larger were two quasi-state enterprises the Preussische Bank and the
Seehandlung trading company and bank also omitted by SyllandashWright53 being
privileged corporations chartered outside the AG rules The Preussische Bank alone in
1860 had 162m thalers (over $12m) share capital at par (7 of which was state-owned)
and 209m thalers ($157m) at market 1568 shareholders and 113 branches and
agencies54 Stock exchanges were well developed though the exchange in the free city of
Frankfurt (annexed to Prussia only in 1866) was still bigger than Berlinrsquos and funnelled
substantial German investments to the US rather than Prussia as well as attracting French
investment to Germany55 Nonetheless by 1870 Prussiarsquos own long-established stock
872 L Hannah
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ary
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exchange in Berlin listed 60 railway shares and 55 bank and industry shares fewer
railways than the NYSE ndash as Engelrsquos figures suggest Prussiarsquos smaller railway capital was
more concentrated ndash but similar numbers for non-railway shares56
We simply do not know how many multi-owner entities with some corporate
characteristics were formed in Prussia but it was an order of magnitude more by number
and perhaps 1200m thalers ($900m) by capital of multi-owner entities with corporate
characteristics formed up to 1870 this conjecture would certainly be nearer than Syllandash
Wrightrsquos $159m figure Moreover because of the extreme conservatism of Prussian
chartering and entry regulation in some industries57 a higher proportion possibly survived
at the end of the period than in the US58
The SyllandashWright statistics for France are more plausible because they do include
multi-owner entities (especially commandites) beyond corporations proper (societes
anonymes or SAs the French equivalent of AGs) Private turnpike corporations are not a
problem in France since national (and some departmental) roads were primarily operated
by the government Ponts et Chaussees The SyllandashWright statistics of 542 SAs and nearly
7000 commandites par actions omit those formed before 1808 (SAs) or 1826
(commandites par actions) and all commandites simples The latter substantially
outnumber the included entities 9375 were formed in 1840ndash60 alone59 In annual per
capita terms this implies a higher formation rate for commandites in France nearly double
the per capita rate for the 1098 limited partnerships in New York state in 1822ndash58 that
they report (and other US states probably used this form less than New York) It therefore
looks as if France came closest to America in the creation of limited liability entities60 it
was far behind both the US and the UK only in the creation of corporations proper (SAs)
However French SAs probably had a higher survival rate than American corporations
again a government lsquopicking winnersrsquo was more likely to discourage speculative
formations and protect incumbents from new entry61 Part of the reason for the limited
numbers of SAs and the popularity of commandites was the lower cost of the latter62
Many commandites and SAs were quoted on the Paris Bourse and though French
commentators alleged that the share markets in England and Germany were freer there
was a lively supplementary market on the coulisse63
Some of their UK statistics are also clearly undercounts They note that they omit
turnpikes which developed earlier in Britain and Ireland than in the US and only issued
bonds not equity English-style turnpikes were introduced to Ireland from 1727 and to the
US from 1792 so Irelandrsquos 1300 thorn mile network was almost complete before the first US
turnpike opened64 There were several thousand private acts for UK turnpikes and over
a thousand of the resulting (usually multi-owner) entities survived to the mid-nineteenth
century SyllandashWright also omit the small number of UK limited partnerships65 They are
under the impression that the Bubble Act inhibited parliament from authorising special
incorporations by statute before its repeal in 1825 though of course the UK parliament
(being its own supreme court) could ndash and in thousands of special acts did ndash cheerfully
neglect the earlier legislation when it wished66 They also quote numbers for companies
known on the London market in 1824 (156)67 and a little more broadly in 1843 (717) or
choosing to register their existence in 1844 before the new act took effect (947) though
these numbers were only a fraction of the companies in existence at these dates68
Nonetheless their final estimate of fewer than 10000 companies formed in the UK by 1860
is in the plausible range My own unpublished estimates suggest around 12000 (subject to
considerable possible margins of error in both directions) for the sum between 1790 and
1860 of all new statutory corporate enactments royal charters deeds-of-settlement and
similar lsquounauthorisedrsquo foundations plus companies registered under the (general)
Business History 873
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Companies Acts from 1844 and show the US possibly overtaking the UK in numbers of
new companies formed as early as the 1830s69
Table 2 summarises the discussion so far on the flow of new companies formed in
periods including the years 1808ndash60 plus a variety of earlier and later years Although
there remain many unknowns none of my mild qualifications challenges the basic Syllandash
Wright conclusion France seems to have run the US closest on the more expansive
definition of numbers of new businesses with limited liability formed The US was clearly
very well ahead if (as in column 1) all commandites Gewerkschaften deed-of-settlement
companies and their like are excluded These statistics measure only flows of new
formations not stocks of surviving companies
Counting the corporate capital stock ca 1860
The metric used by SyllandashWright for the amount of corporate capital ndash the flow of that
authorised ndash is more troubling For example in the UK pound893m ($4465m) was authorised
in new companies registered under the Companies Acts between 1862 and 186870 One
might admire this achievement it was after all as much in seven years as had been
authorised by special act over the previous seven decades in the US according to Syllandash
Wright Yet this is misleading because the UK registrar was notoriously lax one year later
he registered one company with pound100000000 authorised but only pound250 paid-up capital
Contemporary statisticians were well aware such published statistics were absurd71
Where ndash as in some countries and with variations over time too ndash the costs of charters
(or taxes) increased with the amount authorised capital figures were less likely to be
fictitiously high Also in UK statutory companies72 ndash subject to tougher regulation under
the 1845 Companies Clauses Consolidation Act with many of the larger ones also vetted
by the London Stock Exchange listing committee ndash the authorised and paid-up capitals
were closer together73 Registration procedures for corporations proper were also
Table 2 The Flow of Entities formed ca 1790ndash1860
CountryNumber of Corporations proper (corporationsAGs SAs etc) individually chartered
All corporate-like or limited liabilityentitiesa
Prussia at least 418 (1770ndash1870) not known but much largerthan col 1
France 542 (1808ndash67) above 16867 (1808ndash67)b
US 22419 (1790ndash1860) above 31098 (1790ndash1860)c
UK not known but in thehundreds before 1790 and thousands1790ndash1860
ca 12000 (1790ndash1860)d
a includes traditional forms like Gewerkschaften commandites deeds-of-settlement plus companies incorporatedunder general legislation all of these being excluded from the previous columnb includes the SAs in col 1 plus lsquonearly 7000rsquo commandites par actions (which we interpret as 6950) plus 9375commandites simples It excludes all commandites par actions formed before 1826 and all commandites simplesformed before 1840 or in 1861ndash67c Includes the special acts in col 1 plus SyllandashWrightrsquos central estimate for all additional incorporations undergeneral and quasi-general acts but only 1098 limited partnerships those registered in New York from 1822ndash58d Subject to wide margins of error because only the (small number of) Irish limited partnerships are firmly known(French lsquoOriginrsquo) While the numbers of special acts are known (Williams Historical) not all of these creatednew corporations (rather than modifying existing ones) many of the provisional registrations under the 1844 actexisted on paper only (Levi lsquoOn Joint Stockrsquo) and the estimates for deed-of-settlement deed-of-co-partnerycost-book and similar companies are likely to be understated because of the non-random nature of the sampling(see n 68 below)
874 L Hannah
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generally tighter in the civil law systems of the European continent than in the
Anglosphere though SyllandashWright themselves point out the wide gap in the French
commandite data between the amount authorised and paid-up The Fabian principles of
LSE lecturer HA Shannon who published a series of articles in the 1930s exposing the
high failure rate of early registered British companies made him a firm admirer of the
more restrictive German registration system74 Many of the multi-million dollar
capitalisations authorised in the US in the 1850s were competing schemes by promoters of
transcontinental railroads ndash dreams which never saw the light of day ndash so the share of
railway capital in SyllandashWright totals may be exaggerated US statesrsquo registration
procedures differed considerably in their rigour so inter-state differences may also not be
accurately reflected75 SyllandashWright are fully aware that their figures include many
companies that were stillborn or soon bankrupt (and their suggestion of a 60 survival rate
in the UK compared with 33ndash50 in the US is probably too generous to the UK)76 It
appears that in the nineteenth century about half of all companies chartered in the main
European countries survived to the end of the century while in the UK nearly two-thirds
failed and in the US the failure rate was even higher at about three-quarters77
Given these variations ndash over time and between countries states and categories ndash in
the degrees of fiction in the authorised capital data as well as in corporate survival rates it
makes sense to focus on the extant stock of paid-up capital78 For the US SyllandashWright
report a flow figure of $45 billion for the minimum authorised capital of all special
incorporations to 1860 and optimistically suggest that this is probably an underestimate of
capital actually paid in noting also that it excludes the capital in the (minority of)
corporations formed under general acts and of limited liability partnerships It is also a
gross flow figure making no allowance for disappearances Yet total US net new domestic
investment79 in the 1850s ndash including all investments in reproducible capital stock by
government in housing and farms and by individual proprietorships and partnerships
(which remained the business form of choice) ndash was only double the figure they give for
that decade What still impressed Charles Morrison a young British plutocrat with
extensive US investments during his visits from 1843 onwards was how much American
wealth was still tied up in real estate rather than secondary and tertiary activities in which
corporations were more common80 It is plausible but only barely that most domestic US
investment by the mid-nineteenth century took the corporate form81
Reliable data on the number and paid-up capital of all extant corporations are only
available from 188384 for the UK or Germany 1898 for France and 190910 for the US
but before that some sectors have good data Henry Varnum Poor measured US railway
capital systematically in this period and his annual data imply a figure for the common and
preferred stocks82 of the (several hundred) railways extant in 1860 of $7204m or 17 of
GDP83 Poor was well-informed and is likely to have missed only a few small private
railways yet his figure is less than a third of the SyllandashWright figure for the minimum
authorised capital of $22986m in 2603 railroad charters from 1825 (when railway
chartering began in the US) to 1860 It is clear that the SyllandashWright data include a high
rate of stillborn and defunct corporations speculative chartering of entities which had yet
to see an iron rail fictional capital that was never paid-up andor duplication in charters
for merged railways84 Since railways account for just over half of all their 1790ndash1860
capital authorised this casts some doubt on any suggestion that $45 bn is a minimum
estimate of capital actually paid in though they do point out that banks (which account for
just over 10 of their capital flows) did better with about half (rather than around a tenth
as in railways) of their bank corporations surviving to 1860 In fact banks did even better
than that in terms of capital the value of all US bank capital at the end of 1860 was
Business History 875
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reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
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ary
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in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
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ary
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
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ary
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
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ary
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in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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ary
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
882 L Hannah
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ary
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
Business History 883
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ity o
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at 1
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15
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ary
2015
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ity o
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145
15
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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at 1
145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
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ary
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107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
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ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
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nloa
ded
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Uni
vers
ity o
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ow]
at 1
145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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Uni
vers
ity o
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lasg
ow]
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145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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Uni
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ity o
f G
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ow]
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145
15
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
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ded
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Uni
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15
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ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
Contrary to the consensus the lsquoFirst Industrial Nationrsquo in 1860 did not lag behind the US
in corporatisation indeed the UK was still ahead by the accepted metric of the ratio of
corporate capital to GDP (as one would expect in the leader of industrialisation) What was
impressive about early US corporate development was not the early and abundant offering
of limited liability to finance railways and other large-scale enterprises Rather the New
World led in the promiscuous creation of many small corporations over a wider range of
businesses and tolerance of higher corporate bankruptcy rates
The next section shows how corporate and quasi-corporate forms differed setting the
scene for a more inclusive though still incomplete count of flows of new business entities
The ratios of stocks of corporate capital to GDP are then discussed followed by the mean
size of companies in the four nations and the related dispersion of shareholdings Possible
reasons for emerging international differences are outlined
Is the lsquoCorporationrsquo the same everywhere
SyllandashWright believe that the US soon had most lsquocorporationsrsquo and that measured by
their minimum lsquoauthorised capitalrsquo American corporations also out-paced Europersquos
These terms are an immediate pointer to some problems of interpretation The term
lsquocorporationrsquo soon became shorthand for the business corporation in American English
though the wordrsquos origins on both sides of the Atlantic were identical including other
bodies corporate such as municipalities and universities The British sometimes followed
American usage but their favoured term remains lsquocompanyrsquo also still used in the US
Since in Victorian English ndash and indeed in many other languages societe sociedad
Gesellschaft kaisha etc ndash that word included partnerships and other multi-owner
business forms2 it was usually adjectivally qualified (by joint stock chartered limited
unlimited sole public private statutory cost-book sixty-fourth guaranteed deed-of-
settlement co-partnery etc) to clarify the precise form being alluded to On the other
hand Americarsquos omnibus term lsquocorporationrsquo permitted ambiguity about which of these
(in some cases optional or even ndash in America ndash unavailable) aspects of lsquocorporate-nessrsquo
the described entity possessed
The SyllandashWright phrase lsquoauthorised capitalrsquo is problematic in a different way Why
should businesspersons need to have their capital authorised by the state Should
entrepreneurs not have known how much capital they needed modifying that from time to
time and contracting for more funds as and when required What value added did
legislators bring to authorising any particular amount SyllandashWrightrsquos answer is that this
was the limiting condition for what was originally a privilege and soon became a right
some combination of separate legal personality (including the ability to sue and be sued a
corporate seal and the right to own land collectively) perpetual succession (the ability of
the business to continue even if ownership changed) entity shielding (creditors could not
have recourse to business assets for individual shareholderrsquos debts) and limited liability
(shareholders were liable only for what they had contributed) A further reason was the
need for statutory powers of compulsory purchase (in American English lsquoeminent
domainrsquo) essential for some enterprises There were good reasons for seeking some or all
of these aspects of corporate-ness but the latter especially drove canals docks turnpikes
and railways to the statutory route
Beyond railways and their like Americans embraced political oversight of these
business decisions for a more eclectic range of enterprises than European legislators or
autocrats3 This was partly a matter of the shared and inclusive developmental ideology
fostered by independent nationhood Americans were not as allergic to politiciansrsquo fingers
866 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
in the developmental pie as they later became4 Political authorisation of business capital
decisions was also facilitated by Americarsquos numerous legislators having time on their
hands The British Empire had one legislature at Westminster for several hundred million
people5 the small new and hastily federated republic started with 14 legislatures for fewer
than 4 million and by 1860 had three dozen of them ndash most still with smaller
constituencies than a British municipal corporation6 ndash looking for something to do
(though the federal Congress only rarely chartered anything) Large European unitary
states simply could not match that devolved legislative manpower and legislators
everywhere were mainly part-timers The divergence was palpable One of the reasons for
the UKrsquos company legislation of 1844 (establishing a new procedure for registering
companies administratively without involving parliament) and 18457 (standardising the
corporate governance and capitalisation rules for the numerous companies still authorised
individually by statute) was that a centralised parliament was visibly no longer able to
cope with the weight of private bills (temporary huts had been constructed next to the
houses of parliament to handle the excess work) On the other hand one of the reasons for
general registration replacing individual chartering in the US was to limit corruption
among numerous state legislators8
But there was another way forward to the modern world of corporations ndash more
common in Europe ndash which did not necessarily involve legislators at all Businesses could
simply contract for some or all of the characteristics of lsquocorporate-nessrsquo in private legal
agreements Modern libertarians have argued vigorously that the state is in principle quite
unnecessary for the creation of corporations9 but it took some time for Americans to be
converted to the older European view Nothing more than mutual agreement (and
registration) might then be required for the establishment of some aspects of lsquocorporate-
nessrsquo for the likes of hundreds of limited partnerships or even (as in New York from 1811)
small manufacturing corporations Many (especially large) corporations proper which
attracted some suspicion from both monarchical and republican oligarchs and legislators
as potential challengers to their power usually had to wait a little longer The shift from
anti-corporatism and anti-charter sentiment in the US (similar to the British campaign
against lsquoOld Corruptionrsquo) to promiscuously chartering a (less worrying) multiplicity of
competitive corporations took time
Europe had well-established precedents in the medieval Lex Mercatoria partnership
contracts and trust law that enabled the private ordering of some of these matters without
the intervention of the legislative (or executive) arm of government American corporate
lawyers either were ignorant of such options or feigned ignorance to pad their wallets as
supplicants to state legislatures in any event it is clear that America went its own distinct
way in corporate law more spectacularly quickly than in other fields of law10 The
libertarian alternative is seen most clearly in Norway which had escaped the Napoleonic
embrace and thus also his 1807 civil code that mildly restrained earlier freedoms enjoyed
by multi-owner enterprises in much of Europe and seriously restrained corporations
proper such as the societe anonyme (SA) in France Norway simply carried on traditional
centuries-old commercial practices and had no corporate statute law in the nineteenth
century Norwegian businessmen could of course go to the state for special privileges
required to build a railway but most Norwegian businesses simply freely and privately
contracted for the degree of corporate-ness liability rules amount of capital and
governance rules which seemed to them (and their investors) appropriate to their
circumstances It turned out that they had ideas on such matters that were at least as good
(and possibly better) than politicians prescribed elsewhere11 Norwegian businesses
apparently achieved a kind of limited liability perpetual succession the right to sue and be
Business History 867
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ary
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sued in the corporate name entity shielding and sensible corporate governance rules to
protect shareholder rights simply by enjoying the advantage of politicians who did not
take as negative a view of such private contracting as those in America Britain and
elsewhere prone to pass laws forbidding andor channelling it
The result by 1910 ndash when Norway finally accepted the tide of legislative fashion and
passed its first corporation statute12 ndash was impressive without any legislative blueprint
the entrepreneurs of this tiny (and still quite modestly developed) country had by then
created more corporations per million people than any country outside the USA13 That the
more state-controlled US system could produce even more corporations is simply
explained for by the 1830s lsquospecialrsquo charters were so promiscuously issued that it was
almost a free regime even before simple registration without individual legislative
approval became the dominant form of incorporation (at an unknown date judging by
SyllandashWrightrsquos statistics some years after 1860 when it was already the British norm)
The important variable (as SyllandashWright suggest) was the political will to move to prolific
incorporation or in the case of Norway beneficent political inaction leading to the same
result In Prussia France and the UK in the first half of the nineteenth century corporate
law was located somewhere between the near-absolute liberty in Norway14 and near-
absolute state control in America15 but in none of the three major European countries was
it the dominant practice around 1800 (as in the US) to go to the legislature to obtain some
aspects of corporate-ness
The most common alternative was the commandite partnership descended from the
medieval commenda and usually formed like other partnerships by simple legal
agreement though they were often also required to register their existence and terms with
the local magistracy or other public officials much like American businesses under later
general acts16 The commandite form was distinguished from ordinary partnerships by
offering its lsquosilentrsquo or lsquosleepingrsquo partners (or shareholders if it chose to issue shares to
these investors) the same limitation of liability as was offered by (some) corporations
(though managing partners retained full liability) These and similar partnerships had been
widely used under the ancien regime for example by French nobles wishing to invest in
trade or manufactures while keeping their identity secret17 They had existed for centuries
but the Napoleonic code of 1807 ndash which applied in western parts of Prussia as well as in
France and some other countries ndash laid down formal procedures by which they could
continue to be created with minimal state involvement Guinnane et al have argued that
such limited partnerships were often also preferred to corporations in French civil law
jurisdictions for other reasons than simplicity of registration notably because they had
more appropriate governance rules than US corporations or limited partnerships for small
concerns with modest numbers of proprietors18
There were alternative routes In the UK the shipping sector continued to benefit from
being subject to the ancient Court of Admiralty which resulted in many multi-owner
shipping companies often divided into sixty-fourths that were corporations lsquofor practical
purposes though the lawyer may dislike use of the termrsquo19 Some US maritime cities too
retained admiralty courts that recognised this multi-ownership form and in Germany also
Mitreeder owned Schiffsparten20 The bergrechtiche Gewerkschaft was widely used in
German mining and (on a smaller scale) so was the similar lsquocost-bookrsquo system in Britain21
They shared some aspects of corporate-ness with AGs but other rules (such as controls on
liability) were different It was not unusual for ownership to be dispersed among dozens of
investors and in some cases there were hundreds trading their Kuxe (parts their equivalent
of shares) on stock exchanges
868 L Hannah
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ary
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In the UK the main vehicle for forming multi-ownership businesses without individual
government approval was a distinctive extension of the traditional partnership using trust
law the deed-of-co-partnery (in civil law Scotland) or deed-of-settlement (in common law
England Wales and Ireland) It has long been understood that such joint-stock forms were
widely used in Scotland and operated for long periods22 but the recent publication of
Shareholder Democracies by Freeman Pearson and Taylor clarified how significant and
pervasive this form was in all four kingdoms Legislators by 1843 were telling those
urging more state control that this would be lsquovery difficult of adoption in this country after
the degree of practical countenance which joint stock companies have received and the
manner in which they have become interwoven with the commercial habits of the
peoplersquo23 It is true that these extended partnerships lacked some features of corporate-
ness beyond perpetual succession and powers to sue and be sued and govern themselves
but as Freeman et al show some did attempt to achieve wider corporate characteristics
even including limited liability For example some insurance companies wrote limitations
in all stockholder and policyholder contracts so their owners and managers remained only
(negligibly) exposed to third party liability claims24 These companies were neither
authorised by the state nor generally persecuted by it25 and they included many hundreds
of businesses dozens of the larger among them quoted on stock exchanges some with
over a thousand shareholders Indeed the sample of 224 deed-of-settlement companies in
the Freeman et al database of companies formed between 1720 and 1844 averaged 27
times the nominal capital of the 290 authorised by parliament in that database thus
accounting for more than twice as much capital as statutory and chartered incorporations
combined26 Their sample aimed to be representative but possibly in this case
exaggerates27 yet the significance of such deed-of-settlement companies can no longer be
doubted So widespread and well understood was the deed-of-settlement form that it was
adopted both in the 1826 Banking Act and the I844 Companies Act as the constitutional
form for the new corporate registration procedures they introduced (only in 1856 did the
British term for a corporate charter and by-laws ndash the lsquomemorandum and articles of
associationrsquo ndash replace the familiar lsquodeed-of-settlementrsquo for newly registered companies)
Unregistered deed-of-settlement companies had then become technically illegal if they
had more than 25 partners (shareholders) but some established deed-of-settlement
companies carried on regardless for decades longer28
It might be argued that these many alternative company forms that more commonly
appeared in Europe had less lsquocorporate-nessrsquo than American (or European) corporations
proper This was true but only in some respects
(a) Corporate personality This was an inherent characteristic of corporations proper
but de jure or de facto also of some of the others for example by use of the trust
device in deed-of-settlement companies
(b) Entity shielding This was clear for corporations but sometimes also de facto or de
jure achieved by some partnerships even (for example in Germany) by ordinary
partnerships (in the restricted sense that creditors had to exhaust the debtorrsquos own
assets before pursuing assets within the partnership)29 Hansmann et al have
argued that entity shielding was more important than limited liability for early
corporations and difficult to attain by contract30
(c) Limited Liability Although this is often viewed as a precondition for dispersed
ownership many early nineteenth-century corporate charters did not explicitly
provide it31 but all commandites by definition had it as did some other forms in
practice or in principle In deed-of-settlement companies creditors were advised
Business History 869
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ary
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to pursue claims through the company effectively resulting in a form of
proportional liability (and this was legally required after the 1844 act for deed-of-
settlement companies registered under it)32 Moreover multiple ownership was a
necessary condition of commandites and deed-of-settlement companies but not of
corporations some statutory corporations were lsquocorporations solersquo33
(d) Perpetual Succession This (together with a corporate seal) is sometimes
considered legally distinctive to corporations making them immune to the death
of a shareholder (or indeed any transfer of ownership) Blair has argued that this
locking-in of capital was a key contribution of early corporations34 Yet
partnerships could survive the death of a partner by using trustees and there were
transferable shares in many deed-of-settlement companies and commandites
conversely some corporations limited the transferability of their shares even on
the death of a holder In the more casual sense of perpetuating business life many
corporations had a fixed term (renewals were possible but were sometimes
denied) and even if that were not the case there was of course no guarantee they
would survive the death of a key founding entrepreneur On the other hand some
Gewerkschaften had already survived for centuries and some commandites and
deed-of-settlement companies also survived over several generations of owners
and managers
(e) Compulsory Purchase This does seem to have been almost entirely confined to
corporations proper presumably because if you had to go to the legislature to
obtain such rights you might as well ask for the full corporate form including
limited liability at the same time (and in the UK the standard statutory clauses for
private acts required it)
It is easy to project the present onto the past and imagine that the limited liability
corporation was a sine qua non of scale Yet there is now a consensus that limitation of
liability was considered less important when corporations were first widely used and some
evidence that dispersed shareholders were willing to accept double liability reserve
liability or even completely unlimited liability for example in well-managed banks35
One should remember moreover that in large-scale manufacturing internal investment
by traditional unincorporated and fully liable entrepreneurs remained until the later
nineteenth century (and sometimes into the twentieth) perfectly adequate to build even the
biggest manufacturing firms in all four countries In the emerging ironsteelarmaments
industry for example national champions like Krupp Vickers and Carnegie long
remained sole proprietorships or unlimited partnerships though their French equivalent
Schneider was the first to become less personally owned it was a commandite par actions
In locomotive manufacturing the five largest global firms of 1860 ndash Stephensons and
Hawthorns in Newcastle Beyer Peacock in Manchester Borsig in Berlin and Baldwins in
Philadelphia ndash long remained sole proprietorships or partnerships The high profits made
by these innovators (andor bank loans) were presumably sufficient to finance their
enormous engineering and assembly works employing several thousand workers36
There is no one right decision on where to draw the organisational boundary that
depends on the question one is asking If it is important for passive investors to have
limited liability to encourage the supply of funds to enterprises with economies of scale
beyond the means of individuals the commandite may serve perfectly well On the other
hand if managersdirectors also need limited liability to encourage them to take risks the
corporation with fully limited liability better serves their needs It was not just continental
Europeans but also many wise Anglo-Saxons like John Stuart Mill who saw much merit
870 L Hannah
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ary
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in the commandite form limiting the liability of outside shareholders but also enforcing
full responsibility for collective debts where it really lay on the active managers
Yet many active managers in America and Britain ndash those usually in the driving seat on
such matters ndash were less enthusiastic about Millrsquos ideas and preferred the corporation
proper (expunging managerial liability) to the commandite (which left them liable)
Table 1 summarises when some options became available It will be evident that there
is no clear pattern of precedence here one can make a case for each one of these four
countries lagging on some dimension37 The US is particularly difficult to rank because of
wide variations in timing between states spanning nearly a century and only France had no
regional variations For the UK various critical dates have been identified ndash 1782 1825
1826 1844 1855 1856 and 1858 ndash but room for debate disappears after insurance
companies were allowed to register in 186238 any legal business could then register with
limited liability in all four kingdoms In the US Wright adopting the view that any
registration process even if limited to small companies or specific industries is lsquogeneralrsquo
says that most states had general acts by 185039 Berle and Means adopting a tighter
standard say the process had then just begun and was only lsquoapproximately completersquo even
at the end of the nineteenth century40 The case that America was in the lead thus has to be
based on corporate numbers particularly numbers of special acts Such incorporations
were of course available ndash often with fully limited liability ndash in all four countries for the
whole period SyllandashWright consider
Counting new incorporations
It is worth re-examining the SyllandashWright statistics with these alternative perspectives in
mind The strongest element in their comparative view is that within their period ndash broadly
Table 1 Liability and Corporate-ness some Legal Milestones in Four Countries
Country
CommanditesLimited LiabilityPartnerships
Gewerkschaftendeed-of -settlement companies etc
Limited Liabilityby Registrationa
Prussia long-standing long-standing 1870France long-standing 1863b67US Louisiana 1808
NY 1822non-existent or discouraged Connecticut 1837c
major states by 1850sd
uniform act 1916 California 1931e
UK Ireland 1782 long-standingf 1855g
Britain 1907h discouraged from 1844i 1858 (banks)1862 (insurance)
aOf some generality eg excluding New York in 1811 which applied only to selected manufacturing industriesof small scale (up to $100000 capital) or the pre-1844 UK laws confined to shipping and letters patent (unlimitedby size)b Until 1867 only for SAs with up to F20m ($4m) capitalc Connecticut accounted for 2 of the US populationd Some states retained size and industry exceptions for example in Pennsylvania wholesalers could not registerunder the 1872 general law until 1895 nor could retailers until 1901 (Evans Business Incorporations 33)e Under the 1859 California law liability was proportional until limited liability was introduced in 1931f And formally recognised by simple registration for banks from 1826 and other companies from 1844 though afurther special act or letters patent were required for limited liability (as opposed to proportional liability orsubstantially limited liability by contractual exclusion of claims)g in England Wales and Ireland 1856 in Scotlandh possible in corporate form or by contract from 186567iunless registered under the 1826 or 1844 legislation or with fewer than 25 members
Business History 871
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1790ndash1860 though a little earlier or later for some European data ndash the numbers of
new incorporations proper were greater in the US than in any of the three European powers
they examine
They most seriously underestimate Prussian corporations proper reporting the number
of new charters for Prussian Aktiengesellschaften (AGs) as 285 in 1770ndash1867 only a few
per year Unfortunately this clearly omits the overwhelming majority of Prussian
corporation-like entities including many with limited liability for half a dozen reasons
They acknowledge only one of these the exclusion of all railways and turnpikes
suggesting that railways might increase their Prussian corporate capital figure by 103m
thalers nearly half as much again as their figure for non-railway corporations41 This is too
low The Prussian government statistician Dr Ernst Engel recorded 27 railways chartered
in 1826ndash50 alone with 1426m thalers capital42 (and by 1870 they had merged into 19 and
raised their capital by 4022m thalers) and a further 20 with 5741m thalers capital
chartered in 1851ndash70 By 1870 there were 39 with 7168m thalers capital 70 of all AG
capital authorised in Prussia to that point43 Turnpikes were smaller but more numerous
41 were formed in 1843ndash50 alone44
For AGs alone Bosselman detecting a misprint in Engelrsquos figures and other
understatements suggests there were at least 418 formations with 1036m thalers capital by
187045 That is without counting the AGs operating in Prussia but not chartered there for
from 1834 German AGs chartered outside Prussia ndash some Zollvereinmembers being more
liberal incorporators ndash in principle could (and sometimes did) operate in Prussia46 Also
Berlinrsquos gas supply started in 1826 was the work of Imperial Continental Gas a London
company operating throughout Europe Inter-state corporate mobility existed in Europe
before it was more decisively legally underpinned in the US by Paul vs Virginia in 186847
SyllandashWright also exclude all Prussian Gewerkschaften Engel noted in 1875 that 776
Gewerkschaften formed under the old law survived and a further 336 under the new 1865
law so it is possible that Gewerkschaften outnumbered AGs before 187048 Engel also
considered many other organisational forms which resembled corporations in possessing
separate legal personality but we can perhaps ignore multi-owner entities like
cooperatives and savings banks (which were usually organised on a mutual communal
or not-for-profit basis though similar enterprises in the US often took the corporate
form)49 Targeting only capitalist businesses with limited liability there is a stronger case
for including Kommanditgesellschaften (KGs) though there is little statistical information
on these in the relevant period but as late as 1895 KGs remained more numerous than
Gewerkschaften50 They were available initially under customary law and later (the dates
varying regionally) in standardised forms with shares (auf Aktien KGaAs) or without
(simple KGs) Many were small but others were not for example two Berlin banks
formed as KGaAs in 1856 the Disconto-Gesellschaft and the Berliner Handelsge-
sellschaft had paid-up share capitals of 10m thalers ($75m)51 and 374m thalers
($28m) respectively which placed them among the larger American and British banks at
that time52 Even larger were two quasi-state enterprises the Preussische Bank and the
Seehandlung trading company and bank also omitted by SyllandashWright53 being
privileged corporations chartered outside the AG rules The Preussische Bank alone in
1860 had 162m thalers (over $12m) share capital at par (7 of which was state-owned)
and 209m thalers ($157m) at market 1568 shareholders and 113 branches and
agencies54 Stock exchanges were well developed though the exchange in the free city of
Frankfurt (annexed to Prussia only in 1866) was still bigger than Berlinrsquos and funnelled
substantial German investments to the US rather than Prussia as well as attracting French
investment to Germany55 Nonetheless by 1870 Prussiarsquos own long-established stock
872 L Hannah
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exchange in Berlin listed 60 railway shares and 55 bank and industry shares fewer
railways than the NYSE ndash as Engelrsquos figures suggest Prussiarsquos smaller railway capital was
more concentrated ndash but similar numbers for non-railway shares56
We simply do not know how many multi-owner entities with some corporate
characteristics were formed in Prussia but it was an order of magnitude more by number
and perhaps 1200m thalers ($900m) by capital of multi-owner entities with corporate
characteristics formed up to 1870 this conjecture would certainly be nearer than Syllandash
Wrightrsquos $159m figure Moreover because of the extreme conservatism of Prussian
chartering and entry regulation in some industries57 a higher proportion possibly survived
at the end of the period than in the US58
The SyllandashWright statistics for France are more plausible because they do include
multi-owner entities (especially commandites) beyond corporations proper (societes
anonymes or SAs the French equivalent of AGs) Private turnpike corporations are not a
problem in France since national (and some departmental) roads were primarily operated
by the government Ponts et Chaussees The SyllandashWright statistics of 542 SAs and nearly
7000 commandites par actions omit those formed before 1808 (SAs) or 1826
(commandites par actions) and all commandites simples The latter substantially
outnumber the included entities 9375 were formed in 1840ndash60 alone59 In annual per
capita terms this implies a higher formation rate for commandites in France nearly double
the per capita rate for the 1098 limited partnerships in New York state in 1822ndash58 that
they report (and other US states probably used this form less than New York) It therefore
looks as if France came closest to America in the creation of limited liability entities60 it
was far behind both the US and the UK only in the creation of corporations proper (SAs)
However French SAs probably had a higher survival rate than American corporations
again a government lsquopicking winnersrsquo was more likely to discourage speculative
formations and protect incumbents from new entry61 Part of the reason for the limited
numbers of SAs and the popularity of commandites was the lower cost of the latter62
Many commandites and SAs were quoted on the Paris Bourse and though French
commentators alleged that the share markets in England and Germany were freer there
was a lively supplementary market on the coulisse63
Some of their UK statistics are also clearly undercounts They note that they omit
turnpikes which developed earlier in Britain and Ireland than in the US and only issued
bonds not equity English-style turnpikes were introduced to Ireland from 1727 and to the
US from 1792 so Irelandrsquos 1300 thorn mile network was almost complete before the first US
turnpike opened64 There were several thousand private acts for UK turnpikes and over
a thousand of the resulting (usually multi-owner) entities survived to the mid-nineteenth
century SyllandashWright also omit the small number of UK limited partnerships65 They are
under the impression that the Bubble Act inhibited parliament from authorising special
incorporations by statute before its repeal in 1825 though of course the UK parliament
(being its own supreme court) could ndash and in thousands of special acts did ndash cheerfully
neglect the earlier legislation when it wished66 They also quote numbers for companies
known on the London market in 1824 (156)67 and a little more broadly in 1843 (717) or
choosing to register their existence in 1844 before the new act took effect (947) though
these numbers were only a fraction of the companies in existence at these dates68
Nonetheless their final estimate of fewer than 10000 companies formed in the UK by 1860
is in the plausible range My own unpublished estimates suggest around 12000 (subject to
considerable possible margins of error in both directions) for the sum between 1790 and
1860 of all new statutory corporate enactments royal charters deeds-of-settlement and
similar lsquounauthorisedrsquo foundations plus companies registered under the (general)
Business History 873
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Companies Acts from 1844 and show the US possibly overtaking the UK in numbers of
new companies formed as early as the 1830s69
Table 2 summarises the discussion so far on the flow of new companies formed in
periods including the years 1808ndash60 plus a variety of earlier and later years Although
there remain many unknowns none of my mild qualifications challenges the basic Syllandash
Wright conclusion France seems to have run the US closest on the more expansive
definition of numbers of new businesses with limited liability formed The US was clearly
very well ahead if (as in column 1) all commandites Gewerkschaften deed-of-settlement
companies and their like are excluded These statistics measure only flows of new
formations not stocks of surviving companies
Counting the corporate capital stock ca 1860
The metric used by SyllandashWright for the amount of corporate capital ndash the flow of that
authorised ndash is more troubling For example in the UK pound893m ($4465m) was authorised
in new companies registered under the Companies Acts between 1862 and 186870 One
might admire this achievement it was after all as much in seven years as had been
authorised by special act over the previous seven decades in the US according to Syllandash
Wright Yet this is misleading because the UK registrar was notoriously lax one year later
he registered one company with pound100000000 authorised but only pound250 paid-up capital
Contemporary statisticians were well aware such published statistics were absurd71
Where ndash as in some countries and with variations over time too ndash the costs of charters
(or taxes) increased with the amount authorised capital figures were less likely to be
fictitiously high Also in UK statutory companies72 ndash subject to tougher regulation under
the 1845 Companies Clauses Consolidation Act with many of the larger ones also vetted
by the London Stock Exchange listing committee ndash the authorised and paid-up capitals
were closer together73 Registration procedures for corporations proper were also
Table 2 The Flow of Entities formed ca 1790ndash1860
CountryNumber of Corporations proper (corporationsAGs SAs etc) individually chartered
All corporate-like or limited liabilityentitiesa
Prussia at least 418 (1770ndash1870) not known but much largerthan col 1
France 542 (1808ndash67) above 16867 (1808ndash67)b
US 22419 (1790ndash1860) above 31098 (1790ndash1860)c
UK not known but in thehundreds before 1790 and thousands1790ndash1860
ca 12000 (1790ndash1860)d
a includes traditional forms like Gewerkschaften commandites deeds-of-settlement plus companies incorporatedunder general legislation all of these being excluded from the previous columnb includes the SAs in col 1 plus lsquonearly 7000rsquo commandites par actions (which we interpret as 6950) plus 9375commandites simples It excludes all commandites par actions formed before 1826 and all commandites simplesformed before 1840 or in 1861ndash67c Includes the special acts in col 1 plus SyllandashWrightrsquos central estimate for all additional incorporations undergeneral and quasi-general acts but only 1098 limited partnerships those registered in New York from 1822ndash58d Subject to wide margins of error because only the (small number of) Irish limited partnerships are firmly known(French lsquoOriginrsquo) While the numbers of special acts are known (Williams Historical) not all of these creatednew corporations (rather than modifying existing ones) many of the provisional registrations under the 1844 actexisted on paper only (Levi lsquoOn Joint Stockrsquo) and the estimates for deed-of-settlement deed-of-co-partnerycost-book and similar companies are likely to be understated because of the non-random nature of the sampling(see n 68 below)
874 L Hannah
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ary
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generally tighter in the civil law systems of the European continent than in the
Anglosphere though SyllandashWright themselves point out the wide gap in the French
commandite data between the amount authorised and paid-up The Fabian principles of
LSE lecturer HA Shannon who published a series of articles in the 1930s exposing the
high failure rate of early registered British companies made him a firm admirer of the
more restrictive German registration system74 Many of the multi-million dollar
capitalisations authorised in the US in the 1850s were competing schemes by promoters of
transcontinental railroads ndash dreams which never saw the light of day ndash so the share of
railway capital in SyllandashWright totals may be exaggerated US statesrsquo registration
procedures differed considerably in their rigour so inter-state differences may also not be
accurately reflected75 SyllandashWright are fully aware that their figures include many
companies that were stillborn or soon bankrupt (and their suggestion of a 60 survival rate
in the UK compared with 33ndash50 in the US is probably too generous to the UK)76 It
appears that in the nineteenth century about half of all companies chartered in the main
European countries survived to the end of the century while in the UK nearly two-thirds
failed and in the US the failure rate was even higher at about three-quarters77
Given these variations ndash over time and between countries states and categories ndash in
the degrees of fiction in the authorised capital data as well as in corporate survival rates it
makes sense to focus on the extant stock of paid-up capital78 For the US SyllandashWright
report a flow figure of $45 billion for the minimum authorised capital of all special
incorporations to 1860 and optimistically suggest that this is probably an underestimate of
capital actually paid in noting also that it excludes the capital in the (minority of)
corporations formed under general acts and of limited liability partnerships It is also a
gross flow figure making no allowance for disappearances Yet total US net new domestic
investment79 in the 1850s ndash including all investments in reproducible capital stock by
government in housing and farms and by individual proprietorships and partnerships
(which remained the business form of choice) ndash was only double the figure they give for
that decade What still impressed Charles Morrison a young British plutocrat with
extensive US investments during his visits from 1843 onwards was how much American
wealth was still tied up in real estate rather than secondary and tertiary activities in which
corporations were more common80 It is plausible but only barely that most domestic US
investment by the mid-nineteenth century took the corporate form81
Reliable data on the number and paid-up capital of all extant corporations are only
available from 188384 for the UK or Germany 1898 for France and 190910 for the US
but before that some sectors have good data Henry Varnum Poor measured US railway
capital systematically in this period and his annual data imply a figure for the common and
preferred stocks82 of the (several hundred) railways extant in 1860 of $7204m or 17 of
GDP83 Poor was well-informed and is likely to have missed only a few small private
railways yet his figure is less than a third of the SyllandashWright figure for the minimum
authorised capital of $22986m in 2603 railroad charters from 1825 (when railway
chartering began in the US) to 1860 It is clear that the SyllandashWright data include a high
rate of stillborn and defunct corporations speculative chartering of entities which had yet
to see an iron rail fictional capital that was never paid-up andor duplication in charters
for merged railways84 Since railways account for just over half of all their 1790ndash1860
capital authorised this casts some doubt on any suggestion that $45 bn is a minimum
estimate of capital actually paid in though they do point out that banks (which account for
just over 10 of their capital flows) did better with about half (rather than around a tenth
as in railways) of their bank corporations surviving to 1860 In fact banks did even better
than that in terms of capital the value of all US bank capital at the end of 1860 was
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reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
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ary
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in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
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ary
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
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ary
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in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
882 L Hannah
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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ary
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ity o
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15
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ary
2015
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ity o
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
Business History 887
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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15
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ary
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Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
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ity o
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at 1
145
15
Janu
ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
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f G
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ow]
at 1
145
15
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ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
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ary
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Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
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ary
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- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
in the developmental pie as they later became4 Political authorisation of business capital
decisions was also facilitated by Americarsquos numerous legislators having time on their
hands The British Empire had one legislature at Westminster for several hundred million
people5 the small new and hastily federated republic started with 14 legislatures for fewer
than 4 million and by 1860 had three dozen of them ndash most still with smaller
constituencies than a British municipal corporation6 ndash looking for something to do
(though the federal Congress only rarely chartered anything) Large European unitary
states simply could not match that devolved legislative manpower and legislators
everywhere were mainly part-timers The divergence was palpable One of the reasons for
the UKrsquos company legislation of 1844 (establishing a new procedure for registering
companies administratively without involving parliament) and 18457 (standardising the
corporate governance and capitalisation rules for the numerous companies still authorised
individually by statute) was that a centralised parliament was visibly no longer able to
cope with the weight of private bills (temporary huts had been constructed next to the
houses of parliament to handle the excess work) On the other hand one of the reasons for
general registration replacing individual chartering in the US was to limit corruption
among numerous state legislators8
But there was another way forward to the modern world of corporations ndash more
common in Europe ndash which did not necessarily involve legislators at all Businesses could
simply contract for some or all of the characteristics of lsquocorporate-nessrsquo in private legal
agreements Modern libertarians have argued vigorously that the state is in principle quite
unnecessary for the creation of corporations9 but it took some time for Americans to be
converted to the older European view Nothing more than mutual agreement (and
registration) might then be required for the establishment of some aspects of lsquocorporate-
nessrsquo for the likes of hundreds of limited partnerships or even (as in New York from 1811)
small manufacturing corporations Many (especially large) corporations proper which
attracted some suspicion from both monarchical and republican oligarchs and legislators
as potential challengers to their power usually had to wait a little longer The shift from
anti-corporatism and anti-charter sentiment in the US (similar to the British campaign
against lsquoOld Corruptionrsquo) to promiscuously chartering a (less worrying) multiplicity of
competitive corporations took time
Europe had well-established precedents in the medieval Lex Mercatoria partnership
contracts and trust law that enabled the private ordering of some of these matters without
the intervention of the legislative (or executive) arm of government American corporate
lawyers either were ignorant of such options or feigned ignorance to pad their wallets as
supplicants to state legislatures in any event it is clear that America went its own distinct
way in corporate law more spectacularly quickly than in other fields of law10 The
libertarian alternative is seen most clearly in Norway which had escaped the Napoleonic
embrace and thus also his 1807 civil code that mildly restrained earlier freedoms enjoyed
by multi-owner enterprises in much of Europe and seriously restrained corporations
proper such as the societe anonyme (SA) in France Norway simply carried on traditional
centuries-old commercial practices and had no corporate statute law in the nineteenth
century Norwegian businessmen could of course go to the state for special privileges
required to build a railway but most Norwegian businesses simply freely and privately
contracted for the degree of corporate-ness liability rules amount of capital and
governance rules which seemed to them (and their investors) appropriate to their
circumstances It turned out that they had ideas on such matters that were at least as good
(and possibly better) than politicians prescribed elsewhere11 Norwegian businesses
apparently achieved a kind of limited liability perpetual succession the right to sue and be
Business History 867
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ary
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sued in the corporate name entity shielding and sensible corporate governance rules to
protect shareholder rights simply by enjoying the advantage of politicians who did not
take as negative a view of such private contracting as those in America Britain and
elsewhere prone to pass laws forbidding andor channelling it
The result by 1910 ndash when Norway finally accepted the tide of legislative fashion and
passed its first corporation statute12 ndash was impressive without any legislative blueprint
the entrepreneurs of this tiny (and still quite modestly developed) country had by then
created more corporations per million people than any country outside the USA13 That the
more state-controlled US system could produce even more corporations is simply
explained for by the 1830s lsquospecialrsquo charters were so promiscuously issued that it was
almost a free regime even before simple registration without individual legislative
approval became the dominant form of incorporation (at an unknown date judging by
SyllandashWrightrsquos statistics some years after 1860 when it was already the British norm)
The important variable (as SyllandashWright suggest) was the political will to move to prolific
incorporation or in the case of Norway beneficent political inaction leading to the same
result In Prussia France and the UK in the first half of the nineteenth century corporate
law was located somewhere between the near-absolute liberty in Norway14 and near-
absolute state control in America15 but in none of the three major European countries was
it the dominant practice around 1800 (as in the US) to go to the legislature to obtain some
aspects of corporate-ness
The most common alternative was the commandite partnership descended from the
medieval commenda and usually formed like other partnerships by simple legal
agreement though they were often also required to register their existence and terms with
the local magistracy or other public officials much like American businesses under later
general acts16 The commandite form was distinguished from ordinary partnerships by
offering its lsquosilentrsquo or lsquosleepingrsquo partners (or shareholders if it chose to issue shares to
these investors) the same limitation of liability as was offered by (some) corporations
(though managing partners retained full liability) These and similar partnerships had been
widely used under the ancien regime for example by French nobles wishing to invest in
trade or manufactures while keeping their identity secret17 They had existed for centuries
but the Napoleonic code of 1807 ndash which applied in western parts of Prussia as well as in
France and some other countries ndash laid down formal procedures by which they could
continue to be created with minimal state involvement Guinnane et al have argued that
such limited partnerships were often also preferred to corporations in French civil law
jurisdictions for other reasons than simplicity of registration notably because they had
more appropriate governance rules than US corporations or limited partnerships for small
concerns with modest numbers of proprietors18
There were alternative routes In the UK the shipping sector continued to benefit from
being subject to the ancient Court of Admiralty which resulted in many multi-owner
shipping companies often divided into sixty-fourths that were corporations lsquofor practical
purposes though the lawyer may dislike use of the termrsquo19 Some US maritime cities too
retained admiralty courts that recognised this multi-ownership form and in Germany also
Mitreeder owned Schiffsparten20 The bergrechtiche Gewerkschaft was widely used in
German mining and (on a smaller scale) so was the similar lsquocost-bookrsquo system in Britain21
They shared some aspects of corporate-ness with AGs but other rules (such as controls on
liability) were different It was not unusual for ownership to be dispersed among dozens of
investors and in some cases there were hundreds trading their Kuxe (parts their equivalent
of shares) on stock exchanges
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ary
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In the UK the main vehicle for forming multi-ownership businesses without individual
government approval was a distinctive extension of the traditional partnership using trust
law the deed-of-co-partnery (in civil law Scotland) or deed-of-settlement (in common law
England Wales and Ireland) It has long been understood that such joint-stock forms were
widely used in Scotland and operated for long periods22 but the recent publication of
Shareholder Democracies by Freeman Pearson and Taylor clarified how significant and
pervasive this form was in all four kingdoms Legislators by 1843 were telling those
urging more state control that this would be lsquovery difficult of adoption in this country after
the degree of practical countenance which joint stock companies have received and the
manner in which they have become interwoven with the commercial habits of the
peoplersquo23 It is true that these extended partnerships lacked some features of corporate-
ness beyond perpetual succession and powers to sue and be sued and govern themselves
but as Freeman et al show some did attempt to achieve wider corporate characteristics
even including limited liability For example some insurance companies wrote limitations
in all stockholder and policyholder contracts so their owners and managers remained only
(negligibly) exposed to third party liability claims24 These companies were neither
authorised by the state nor generally persecuted by it25 and they included many hundreds
of businesses dozens of the larger among them quoted on stock exchanges some with
over a thousand shareholders Indeed the sample of 224 deed-of-settlement companies in
the Freeman et al database of companies formed between 1720 and 1844 averaged 27
times the nominal capital of the 290 authorised by parliament in that database thus
accounting for more than twice as much capital as statutory and chartered incorporations
combined26 Their sample aimed to be representative but possibly in this case
exaggerates27 yet the significance of such deed-of-settlement companies can no longer be
doubted So widespread and well understood was the deed-of-settlement form that it was
adopted both in the 1826 Banking Act and the I844 Companies Act as the constitutional
form for the new corporate registration procedures they introduced (only in 1856 did the
British term for a corporate charter and by-laws ndash the lsquomemorandum and articles of
associationrsquo ndash replace the familiar lsquodeed-of-settlementrsquo for newly registered companies)
Unregistered deed-of-settlement companies had then become technically illegal if they
had more than 25 partners (shareholders) but some established deed-of-settlement
companies carried on regardless for decades longer28
It might be argued that these many alternative company forms that more commonly
appeared in Europe had less lsquocorporate-nessrsquo than American (or European) corporations
proper This was true but only in some respects
(a) Corporate personality This was an inherent characteristic of corporations proper
but de jure or de facto also of some of the others for example by use of the trust
device in deed-of-settlement companies
(b) Entity shielding This was clear for corporations but sometimes also de facto or de
jure achieved by some partnerships even (for example in Germany) by ordinary
partnerships (in the restricted sense that creditors had to exhaust the debtorrsquos own
assets before pursuing assets within the partnership)29 Hansmann et al have
argued that entity shielding was more important than limited liability for early
corporations and difficult to attain by contract30
(c) Limited Liability Although this is often viewed as a precondition for dispersed
ownership many early nineteenth-century corporate charters did not explicitly
provide it31 but all commandites by definition had it as did some other forms in
practice or in principle In deed-of-settlement companies creditors were advised
Business History 869
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ary
2015
to pursue claims through the company effectively resulting in a form of
proportional liability (and this was legally required after the 1844 act for deed-of-
settlement companies registered under it)32 Moreover multiple ownership was a
necessary condition of commandites and deed-of-settlement companies but not of
corporations some statutory corporations were lsquocorporations solersquo33
(d) Perpetual Succession This (together with a corporate seal) is sometimes
considered legally distinctive to corporations making them immune to the death
of a shareholder (or indeed any transfer of ownership) Blair has argued that this
locking-in of capital was a key contribution of early corporations34 Yet
partnerships could survive the death of a partner by using trustees and there were
transferable shares in many deed-of-settlement companies and commandites
conversely some corporations limited the transferability of their shares even on
the death of a holder In the more casual sense of perpetuating business life many
corporations had a fixed term (renewals were possible but were sometimes
denied) and even if that were not the case there was of course no guarantee they
would survive the death of a key founding entrepreneur On the other hand some
Gewerkschaften had already survived for centuries and some commandites and
deed-of-settlement companies also survived over several generations of owners
and managers
(e) Compulsory Purchase This does seem to have been almost entirely confined to
corporations proper presumably because if you had to go to the legislature to
obtain such rights you might as well ask for the full corporate form including
limited liability at the same time (and in the UK the standard statutory clauses for
private acts required it)
It is easy to project the present onto the past and imagine that the limited liability
corporation was a sine qua non of scale Yet there is now a consensus that limitation of
liability was considered less important when corporations were first widely used and some
evidence that dispersed shareholders were willing to accept double liability reserve
liability or even completely unlimited liability for example in well-managed banks35
One should remember moreover that in large-scale manufacturing internal investment
by traditional unincorporated and fully liable entrepreneurs remained until the later
nineteenth century (and sometimes into the twentieth) perfectly adequate to build even the
biggest manufacturing firms in all four countries In the emerging ironsteelarmaments
industry for example national champions like Krupp Vickers and Carnegie long
remained sole proprietorships or unlimited partnerships though their French equivalent
Schneider was the first to become less personally owned it was a commandite par actions
In locomotive manufacturing the five largest global firms of 1860 ndash Stephensons and
Hawthorns in Newcastle Beyer Peacock in Manchester Borsig in Berlin and Baldwins in
Philadelphia ndash long remained sole proprietorships or partnerships The high profits made
by these innovators (andor bank loans) were presumably sufficient to finance their
enormous engineering and assembly works employing several thousand workers36
There is no one right decision on where to draw the organisational boundary that
depends on the question one is asking If it is important for passive investors to have
limited liability to encourage the supply of funds to enterprises with economies of scale
beyond the means of individuals the commandite may serve perfectly well On the other
hand if managersdirectors also need limited liability to encourage them to take risks the
corporation with fully limited liability better serves their needs It was not just continental
Europeans but also many wise Anglo-Saxons like John Stuart Mill who saw much merit
870 L Hannah
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15
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ary
2015
in the commandite form limiting the liability of outside shareholders but also enforcing
full responsibility for collective debts where it really lay on the active managers
Yet many active managers in America and Britain ndash those usually in the driving seat on
such matters ndash were less enthusiastic about Millrsquos ideas and preferred the corporation
proper (expunging managerial liability) to the commandite (which left them liable)
Table 1 summarises when some options became available It will be evident that there
is no clear pattern of precedence here one can make a case for each one of these four
countries lagging on some dimension37 The US is particularly difficult to rank because of
wide variations in timing between states spanning nearly a century and only France had no
regional variations For the UK various critical dates have been identified ndash 1782 1825
1826 1844 1855 1856 and 1858 ndash but room for debate disappears after insurance
companies were allowed to register in 186238 any legal business could then register with
limited liability in all four kingdoms In the US Wright adopting the view that any
registration process even if limited to small companies or specific industries is lsquogeneralrsquo
says that most states had general acts by 185039 Berle and Means adopting a tighter
standard say the process had then just begun and was only lsquoapproximately completersquo even
at the end of the nineteenth century40 The case that America was in the lead thus has to be
based on corporate numbers particularly numbers of special acts Such incorporations
were of course available ndash often with fully limited liability ndash in all four countries for the
whole period SyllandashWright consider
Counting new incorporations
It is worth re-examining the SyllandashWright statistics with these alternative perspectives in
mind The strongest element in their comparative view is that within their period ndash broadly
Table 1 Liability and Corporate-ness some Legal Milestones in Four Countries
Country
CommanditesLimited LiabilityPartnerships
Gewerkschaftendeed-of -settlement companies etc
Limited Liabilityby Registrationa
Prussia long-standing long-standing 1870France long-standing 1863b67US Louisiana 1808
NY 1822non-existent or discouraged Connecticut 1837c
major states by 1850sd
uniform act 1916 California 1931e
UK Ireland 1782 long-standingf 1855g
Britain 1907h discouraged from 1844i 1858 (banks)1862 (insurance)
aOf some generality eg excluding New York in 1811 which applied only to selected manufacturing industriesof small scale (up to $100000 capital) or the pre-1844 UK laws confined to shipping and letters patent (unlimitedby size)b Until 1867 only for SAs with up to F20m ($4m) capitalc Connecticut accounted for 2 of the US populationd Some states retained size and industry exceptions for example in Pennsylvania wholesalers could not registerunder the 1872 general law until 1895 nor could retailers until 1901 (Evans Business Incorporations 33)e Under the 1859 California law liability was proportional until limited liability was introduced in 1931f And formally recognised by simple registration for banks from 1826 and other companies from 1844 though afurther special act or letters patent were required for limited liability (as opposed to proportional liability orsubstantially limited liability by contractual exclusion of claims)g in England Wales and Ireland 1856 in Scotlandh possible in corporate form or by contract from 186567iunless registered under the 1826 or 1844 legislation or with fewer than 25 members
Business History 871
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1790ndash1860 though a little earlier or later for some European data ndash the numbers of
new incorporations proper were greater in the US than in any of the three European powers
they examine
They most seriously underestimate Prussian corporations proper reporting the number
of new charters for Prussian Aktiengesellschaften (AGs) as 285 in 1770ndash1867 only a few
per year Unfortunately this clearly omits the overwhelming majority of Prussian
corporation-like entities including many with limited liability for half a dozen reasons
They acknowledge only one of these the exclusion of all railways and turnpikes
suggesting that railways might increase their Prussian corporate capital figure by 103m
thalers nearly half as much again as their figure for non-railway corporations41 This is too
low The Prussian government statistician Dr Ernst Engel recorded 27 railways chartered
in 1826ndash50 alone with 1426m thalers capital42 (and by 1870 they had merged into 19 and
raised their capital by 4022m thalers) and a further 20 with 5741m thalers capital
chartered in 1851ndash70 By 1870 there were 39 with 7168m thalers capital 70 of all AG
capital authorised in Prussia to that point43 Turnpikes were smaller but more numerous
41 were formed in 1843ndash50 alone44
For AGs alone Bosselman detecting a misprint in Engelrsquos figures and other
understatements suggests there were at least 418 formations with 1036m thalers capital by
187045 That is without counting the AGs operating in Prussia but not chartered there for
from 1834 German AGs chartered outside Prussia ndash some Zollvereinmembers being more
liberal incorporators ndash in principle could (and sometimes did) operate in Prussia46 Also
Berlinrsquos gas supply started in 1826 was the work of Imperial Continental Gas a London
company operating throughout Europe Inter-state corporate mobility existed in Europe
before it was more decisively legally underpinned in the US by Paul vs Virginia in 186847
SyllandashWright also exclude all Prussian Gewerkschaften Engel noted in 1875 that 776
Gewerkschaften formed under the old law survived and a further 336 under the new 1865
law so it is possible that Gewerkschaften outnumbered AGs before 187048 Engel also
considered many other organisational forms which resembled corporations in possessing
separate legal personality but we can perhaps ignore multi-owner entities like
cooperatives and savings banks (which were usually organised on a mutual communal
or not-for-profit basis though similar enterprises in the US often took the corporate
form)49 Targeting only capitalist businesses with limited liability there is a stronger case
for including Kommanditgesellschaften (KGs) though there is little statistical information
on these in the relevant period but as late as 1895 KGs remained more numerous than
Gewerkschaften50 They were available initially under customary law and later (the dates
varying regionally) in standardised forms with shares (auf Aktien KGaAs) or without
(simple KGs) Many were small but others were not for example two Berlin banks
formed as KGaAs in 1856 the Disconto-Gesellschaft and the Berliner Handelsge-
sellschaft had paid-up share capitals of 10m thalers ($75m)51 and 374m thalers
($28m) respectively which placed them among the larger American and British banks at
that time52 Even larger were two quasi-state enterprises the Preussische Bank and the
Seehandlung trading company and bank also omitted by SyllandashWright53 being
privileged corporations chartered outside the AG rules The Preussische Bank alone in
1860 had 162m thalers (over $12m) share capital at par (7 of which was state-owned)
and 209m thalers ($157m) at market 1568 shareholders and 113 branches and
agencies54 Stock exchanges were well developed though the exchange in the free city of
Frankfurt (annexed to Prussia only in 1866) was still bigger than Berlinrsquos and funnelled
substantial German investments to the US rather than Prussia as well as attracting French
investment to Germany55 Nonetheless by 1870 Prussiarsquos own long-established stock
872 L Hannah
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exchange in Berlin listed 60 railway shares and 55 bank and industry shares fewer
railways than the NYSE ndash as Engelrsquos figures suggest Prussiarsquos smaller railway capital was
more concentrated ndash but similar numbers for non-railway shares56
We simply do not know how many multi-owner entities with some corporate
characteristics were formed in Prussia but it was an order of magnitude more by number
and perhaps 1200m thalers ($900m) by capital of multi-owner entities with corporate
characteristics formed up to 1870 this conjecture would certainly be nearer than Syllandash
Wrightrsquos $159m figure Moreover because of the extreme conservatism of Prussian
chartering and entry regulation in some industries57 a higher proportion possibly survived
at the end of the period than in the US58
The SyllandashWright statistics for France are more plausible because they do include
multi-owner entities (especially commandites) beyond corporations proper (societes
anonymes or SAs the French equivalent of AGs) Private turnpike corporations are not a
problem in France since national (and some departmental) roads were primarily operated
by the government Ponts et Chaussees The SyllandashWright statistics of 542 SAs and nearly
7000 commandites par actions omit those formed before 1808 (SAs) or 1826
(commandites par actions) and all commandites simples The latter substantially
outnumber the included entities 9375 were formed in 1840ndash60 alone59 In annual per
capita terms this implies a higher formation rate for commandites in France nearly double
the per capita rate for the 1098 limited partnerships in New York state in 1822ndash58 that
they report (and other US states probably used this form less than New York) It therefore
looks as if France came closest to America in the creation of limited liability entities60 it
was far behind both the US and the UK only in the creation of corporations proper (SAs)
However French SAs probably had a higher survival rate than American corporations
again a government lsquopicking winnersrsquo was more likely to discourage speculative
formations and protect incumbents from new entry61 Part of the reason for the limited
numbers of SAs and the popularity of commandites was the lower cost of the latter62
Many commandites and SAs were quoted on the Paris Bourse and though French
commentators alleged that the share markets in England and Germany were freer there
was a lively supplementary market on the coulisse63
Some of their UK statistics are also clearly undercounts They note that they omit
turnpikes which developed earlier in Britain and Ireland than in the US and only issued
bonds not equity English-style turnpikes were introduced to Ireland from 1727 and to the
US from 1792 so Irelandrsquos 1300 thorn mile network was almost complete before the first US
turnpike opened64 There were several thousand private acts for UK turnpikes and over
a thousand of the resulting (usually multi-owner) entities survived to the mid-nineteenth
century SyllandashWright also omit the small number of UK limited partnerships65 They are
under the impression that the Bubble Act inhibited parliament from authorising special
incorporations by statute before its repeal in 1825 though of course the UK parliament
(being its own supreme court) could ndash and in thousands of special acts did ndash cheerfully
neglect the earlier legislation when it wished66 They also quote numbers for companies
known on the London market in 1824 (156)67 and a little more broadly in 1843 (717) or
choosing to register their existence in 1844 before the new act took effect (947) though
these numbers were only a fraction of the companies in existence at these dates68
Nonetheless their final estimate of fewer than 10000 companies formed in the UK by 1860
is in the plausible range My own unpublished estimates suggest around 12000 (subject to
considerable possible margins of error in both directions) for the sum between 1790 and
1860 of all new statutory corporate enactments royal charters deeds-of-settlement and
similar lsquounauthorisedrsquo foundations plus companies registered under the (general)
Business History 873
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ary
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Companies Acts from 1844 and show the US possibly overtaking the UK in numbers of
new companies formed as early as the 1830s69
Table 2 summarises the discussion so far on the flow of new companies formed in
periods including the years 1808ndash60 plus a variety of earlier and later years Although
there remain many unknowns none of my mild qualifications challenges the basic Syllandash
Wright conclusion France seems to have run the US closest on the more expansive
definition of numbers of new businesses with limited liability formed The US was clearly
very well ahead if (as in column 1) all commandites Gewerkschaften deed-of-settlement
companies and their like are excluded These statistics measure only flows of new
formations not stocks of surviving companies
Counting the corporate capital stock ca 1860
The metric used by SyllandashWright for the amount of corporate capital ndash the flow of that
authorised ndash is more troubling For example in the UK pound893m ($4465m) was authorised
in new companies registered under the Companies Acts between 1862 and 186870 One
might admire this achievement it was after all as much in seven years as had been
authorised by special act over the previous seven decades in the US according to Syllandash
Wright Yet this is misleading because the UK registrar was notoriously lax one year later
he registered one company with pound100000000 authorised but only pound250 paid-up capital
Contemporary statisticians were well aware such published statistics were absurd71
Where ndash as in some countries and with variations over time too ndash the costs of charters
(or taxes) increased with the amount authorised capital figures were less likely to be
fictitiously high Also in UK statutory companies72 ndash subject to tougher regulation under
the 1845 Companies Clauses Consolidation Act with many of the larger ones also vetted
by the London Stock Exchange listing committee ndash the authorised and paid-up capitals
were closer together73 Registration procedures for corporations proper were also
Table 2 The Flow of Entities formed ca 1790ndash1860
CountryNumber of Corporations proper (corporationsAGs SAs etc) individually chartered
All corporate-like or limited liabilityentitiesa
Prussia at least 418 (1770ndash1870) not known but much largerthan col 1
France 542 (1808ndash67) above 16867 (1808ndash67)b
US 22419 (1790ndash1860) above 31098 (1790ndash1860)c
UK not known but in thehundreds before 1790 and thousands1790ndash1860
ca 12000 (1790ndash1860)d
a includes traditional forms like Gewerkschaften commandites deeds-of-settlement plus companies incorporatedunder general legislation all of these being excluded from the previous columnb includes the SAs in col 1 plus lsquonearly 7000rsquo commandites par actions (which we interpret as 6950) plus 9375commandites simples It excludes all commandites par actions formed before 1826 and all commandites simplesformed before 1840 or in 1861ndash67c Includes the special acts in col 1 plus SyllandashWrightrsquos central estimate for all additional incorporations undergeneral and quasi-general acts but only 1098 limited partnerships those registered in New York from 1822ndash58d Subject to wide margins of error because only the (small number of) Irish limited partnerships are firmly known(French lsquoOriginrsquo) While the numbers of special acts are known (Williams Historical) not all of these creatednew corporations (rather than modifying existing ones) many of the provisional registrations under the 1844 actexisted on paper only (Levi lsquoOn Joint Stockrsquo) and the estimates for deed-of-settlement deed-of-co-partnerycost-book and similar companies are likely to be understated because of the non-random nature of the sampling(see n 68 below)
874 L Hannah
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ary
2015
generally tighter in the civil law systems of the European continent than in the
Anglosphere though SyllandashWright themselves point out the wide gap in the French
commandite data between the amount authorised and paid-up The Fabian principles of
LSE lecturer HA Shannon who published a series of articles in the 1930s exposing the
high failure rate of early registered British companies made him a firm admirer of the
more restrictive German registration system74 Many of the multi-million dollar
capitalisations authorised in the US in the 1850s were competing schemes by promoters of
transcontinental railroads ndash dreams which never saw the light of day ndash so the share of
railway capital in SyllandashWright totals may be exaggerated US statesrsquo registration
procedures differed considerably in their rigour so inter-state differences may also not be
accurately reflected75 SyllandashWright are fully aware that their figures include many
companies that were stillborn or soon bankrupt (and their suggestion of a 60 survival rate
in the UK compared with 33ndash50 in the US is probably too generous to the UK)76 It
appears that in the nineteenth century about half of all companies chartered in the main
European countries survived to the end of the century while in the UK nearly two-thirds
failed and in the US the failure rate was even higher at about three-quarters77
Given these variations ndash over time and between countries states and categories ndash in
the degrees of fiction in the authorised capital data as well as in corporate survival rates it
makes sense to focus on the extant stock of paid-up capital78 For the US SyllandashWright
report a flow figure of $45 billion for the minimum authorised capital of all special
incorporations to 1860 and optimistically suggest that this is probably an underestimate of
capital actually paid in noting also that it excludes the capital in the (minority of)
corporations formed under general acts and of limited liability partnerships It is also a
gross flow figure making no allowance for disappearances Yet total US net new domestic
investment79 in the 1850s ndash including all investments in reproducible capital stock by
government in housing and farms and by individual proprietorships and partnerships
(which remained the business form of choice) ndash was only double the figure they give for
that decade What still impressed Charles Morrison a young British plutocrat with
extensive US investments during his visits from 1843 onwards was how much American
wealth was still tied up in real estate rather than secondary and tertiary activities in which
corporations were more common80 It is plausible but only barely that most domestic US
investment by the mid-nineteenth century took the corporate form81
Reliable data on the number and paid-up capital of all extant corporations are only
available from 188384 for the UK or Germany 1898 for France and 190910 for the US
but before that some sectors have good data Henry Varnum Poor measured US railway
capital systematically in this period and his annual data imply a figure for the common and
preferred stocks82 of the (several hundred) railways extant in 1860 of $7204m or 17 of
GDP83 Poor was well-informed and is likely to have missed only a few small private
railways yet his figure is less than a third of the SyllandashWright figure for the minimum
authorised capital of $22986m in 2603 railroad charters from 1825 (when railway
chartering began in the US) to 1860 It is clear that the SyllandashWright data include a high
rate of stillborn and defunct corporations speculative chartering of entities which had yet
to see an iron rail fictional capital that was never paid-up andor duplication in charters
for merged railways84 Since railways account for just over half of all their 1790ndash1860
capital authorised this casts some doubt on any suggestion that $45 bn is a minimum
estimate of capital actually paid in though they do point out that banks (which account for
just over 10 of their capital flows) did better with about half (rather than around a tenth
as in railways) of their bank corporations surviving to 1860 In fact banks did even better
than that in terms of capital the value of all US bank capital at the end of 1860 was
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reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
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ary
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in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
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ary
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
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ary
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in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
882 L Hannah
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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ary
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ity o
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15
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ary
2015
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ity o
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
Business History 887
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
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ity o
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at 1
145
15
Janu
ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
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Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
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at 1
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15
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ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
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ary
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Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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ity o
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ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
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ary
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- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
sued in the corporate name entity shielding and sensible corporate governance rules to
protect shareholder rights simply by enjoying the advantage of politicians who did not
take as negative a view of such private contracting as those in America Britain and
elsewhere prone to pass laws forbidding andor channelling it
The result by 1910 ndash when Norway finally accepted the tide of legislative fashion and
passed its first corporation statute12 ndash was impressive without any legislative blueprint
the entrepreneurs of this tiny (and still quite modestly developed) country had by then
created more corporations per million people than any country outside the USA13 That the
more state-controlled US system could produce even more corporations is simply
explained for by the 1830s lsquospecialrsquo charters were so promiscuously issued that it was
almost a free regime even before simple registration without individual legislative
approval became the dominant form of incorporation (at an unknown date judging by
SyllandashWrightrsquos statistics some years after 1860 when it was already the British norm)
The important variable (as SyllandashWright suggest) was the political will to move to prolific
incorporation or in the case of Norway beneficent political inaction leading to the same
result In Prussia France and the UK in the first half of the nineteenth century corporate
law was located somewhere between the near-absolute liberty in Norway14 and near-
absolute state control in America15 but in none of the three major European countries was
it the dominant practice around 1800 (as in the US) to go to the legislature to obtain some
aspects of corporate-ness
The most common alternative was the commandite partnership descended from the
medieval commenda and usually formed like other partnerships by simple legal
agreement though they were often also required to register their existence and terms with
the local magistracy or other public officials much like American businesses under later
general acts16 The commandite form was distinguished from ordinary partnerships by
offering its lsquosilentrsquo or lsquosleepingrsquo partners (or shareholders if it chose to issue shares to
these investors) the same limitation of liability as was offered by (some) corporations
(though managing partners retained full liability) These and similar partnerships had been
widely used under the ancien regime for example by French nobles wishing to invest in
trade or manufactures while keeping their identity secret17 They had existed for centuries
but the Napoleonic code of 1807 ndash which applied in western parts of Prussia as well as in
France and some other countries ndash laid down formal procedures by which they could
continue to be created with minimal state involvement Guinnane et al have argued that
such limited partnerships were often also preferred to corporations in French civil law
jurisdictions for other reasons than simplicity of registration notably because they had
more appropriate governance rules than US corporations or limited partnerships for small
concerns with modest numbers of proprietors18
There were alternative routes In the UK the shipping sector continued to benefit from
being subject to the ancient Court of Admiralty which resulted in many multi-owner
shipping companies often divided into sixty-fourths that were corporations lsquofor practical
purposes though the lawyer may dislike use of the termrsquo19 Some US maritime cities too
retained admiralty courts that recognised this multi-ownership form and in Germany also
Mitreeder owned Schiffsparten20 The bergrechtiche Gewerkschaft was widely used in
German mining and (on a smaller scale) so was the similar lsquocost-bookrsquo system in Britain21
They shared some aspects of corporate-ness with AGs but other rules (such as controls on
liability) were different It was not unusual for ownership to be dispersed among dozens of
investors and in some cases there were hundreds trading their Kuxe (parts their equivalent
of shares) on stock exchanges
868 L Hannah
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ary
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In the UK the main vehicle for forming multi-ownership businesses without individual
government approval was a distinctive extension of the traditional partnership using trust
law the deed-of-co-partnery (in civil law Scotland) or deed-of-settlement (in common law
England Wales and Ireland) It has long been understood that such joint-stock forms were
widely used in Scotland and operated for long periods22 but the recent publication of
Shareholder Democracies by Freeman Pearson and Taylor clarified how significant and
pervasive this form was in all four kingdoms Legislators by 1843 were telling those
urging more state control that this would be lsquovery difficult of adoption in this country after
the degree of practical countenance which joint stock companies have received and the
manner in which they have become interwoven with the commercial habits of the
peoplersquo23 It is true that these extended partnerships lacked some features of corporate-
ness beyond perpetual succession and powers to sue and be sued and govern themselves
but as Freeman et al show some did attempt to achieve wider corporate characteristics
even including limited liability For example some insurance companies wrote limitations
in all stockholder and policyholder contracts so their owners and managers remained only
(negligibly) exposed to third party liability claims24 These companies were neither
authorised by the state nor generally persecuted by it25 and they included many hundreds
of businesses dozens of the larger among them quoted on stock exchanges some with
over a thousand shareholders Indeed the sample of 224 deed-of-settlement companies in
the Freeman et al database of companies formed between 1720 and 1844 averaged 27
times the nominal capital of the 290 authorised by parliament in that database thus
accounting for more than twice as much capital as statutory and chartered incorporations
combined26 Their sample aimed to be representative but possibly in this case
exaggerates27 yet the significance of such deed-of-settlement companies can no longer be
doubted So widespread and well understood was the deed-of-settlement form that it was
adopted both in the 1826 Banking Act and the I844 Companies Act as the constitutional
form for the new corporate registration procedures they introduced (only in 1856 did the
British term for a corporate charter and by-laws ndash the lsquomemorandum and articles of
associationrsquo ndash replace the familiar lsquodeed-of-settlementrsquo for newly registered companies)
Unregistered deed-of-settlement companies had then become technically illegal if they
had more than 25 partners (shareholders) but some established deed-of-settlement
companies carried on regardless for decades longer28
It might be argued that these many alternative company forms that more commonly
appeared in Europe had less lsquocorporate-nessrsquo than American (or European) corporations
proper This was true but only in some respects
(a) Corporate personality This was an inherent characteristic of corporations proper
but de jure or de facto also of some of the others for example by use of the trust
device in deed-of-settlement companies
(b) Entity shielding This was clear for corporations but sometimes also de facto or de
jure achieved by some partnerships even (for example in Germany) by ordinary
partnerships (in the restricted sense that creditors had to exhaust the debtorrsquos own
assets before pursuing assets within the partnership)29 Hansmann et al have
argued that entity shielding was more important than limited liability for early
corporations and difficult to attain by contract30
(c) Limited Liability Although this is often viewed as a precondition for dispersed
ownership many early nineteenth-century corporate charters did not explicitly
provide it31 but all commandites by definition had it as did some other forms in
practice or in principle In deed-of-settlement companies creditors were advised
Business History 869
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ary
2015
to pursue claims through the company effectively resulting in a form of
proportional liability (and this was legally required after the 1844 act for deed-of-
settlement companies registered under it)32 Moreover multiple ownership was a
necessary condition of commandites and deed-of-settlement companies but not of
corporations some statutory corporations were lsquocorporations solersquo33
(d) Perpetual Succession This (together with a corporate seal) is sometimes
considered legally distinctive to corporations making them immune to the death
of a shareholder (or indeed any transfer of ownership) Blair has argued that this
locking-in of capital was a key contribution of early corporations34 Yet
partnerships could survive the death of a partner by using trustees and there were
transferable shares in many deed-of-settlement companies and commandites
conversely some corporations limited the transferability of their shares even on
the death of a holder In the more casual sense of perpetuating business life many
corporations had a fixed term (renewals were possible but were sometimes
denied) and even if that were not the case there was of course no guarantee they
would survive the death of a key founding entrepreneur On the other hand some
Gewerkschaften had already survived for centuries and some commandites and
deed-of-settlement companies also survived over several generations of owners
and managers
(e) Compulsory Purchase This does seem to have been almost entirely confined to
corporations proper presumably because if you had to go to the legislature to
obtain such rights you might as well ask for the full corporate form including
limited liability at the same time (and in the UK the standard statutory clauses for
private acts required it)
It is easy to project the present onto the past and imagine that the limited liability
corporation was a sine qua non of scale Yet there is now a consensus that limitation of
liability was considered less important when corporations were first widely used and some
evidence that dispersed shareholders were willing to accept double liability reserve
liability or even completely unlimited liability for example in well-managed banks35
One should remember moreover that in large-scale manufacturing internal investment
by traditional unincorporated and fully liable entrepreneurs remained until the later
nineteenth century (and sometimes into the twentieth) perfectly adequate to build even the
biggest manufacturing firms in all four countries In the emerging ironsteelarmaments
industry for example national champions like Krupp Vickers and Carnegie long
remained sole proprietorships or unlimited partnerships though their French equivalent
Schneider was the first to become less personally owned it was a commandite par actions
In locomotive manufacturing the five largest global firms of 1860 ndash Stephensons and
Hawthorns in Newcastle Beyer Peacock in Manchester Borsig in Berlin and Baldwins in
Philadelphia ndash long remained sole proprietorships or partnerships The high profits made
by these innovators (andor bank loans) were presumably sufficient to finance their
enormous engineering and assembly works employing several thousand workers36
There is no one right decision on where to draw the organisational boundary that
depends on the question one is asking If it is important for passive investors to have
limited liability to encourage the supply of funds to enterprises with economies of scale
beyond the means of individuals the commandite may serve perfectly well On the other
hand if managersdirectors also need limited liability to encourage them to take risks the
corporation with fully limited liability better serves their needs It was not just continental
Europeans but also many wise Anglo-Saxons like John Stuart Mill who saw much merit
870 L Hannah
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15
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ary
2015
in the commandite form limiting the liability of outside shareholders but also enforcing
full responsibility for collective debts where it really lay on the active managers
Yet many active managers in America and Britain ndash those usually in the driving seat on
such matters ndash were less enthusiastic about Millrsquos ideas and preferred the corporation
proper (expunging managerial liability) to the commandite (which left them liable)
Table 1 summarises when some options became available It will be evident that there
is no clear pattern of precedence here one can make a case for each one of these four
countries lagging on some dimension37 The US is particularly difficult to rank because of
wide variations in timing between states spanning nearly a century and only France had no
regional variations For the UK various critical dates have been identified ndash 1782 1825
1826 1844 1855 1856 and 1858 ndash but room for debate disappears after insurance
companies were allowed to register in 186238 any legal business could then register with
limited liability in all four kingdoms In the US Wright adopting the view that any
registration process even if limited to small companies or specific industries is lsquogeneralrsquo
says that most states had general acts by 185039 Berle and Means adopting a tighter
standard say the process had then just begun and was only lsquoapproximately completersquo even
at the end of the nineteenth century40 The case that America was in the lead thus has to be
based on corporate numbers particularly numbers of special acts Such incorporations
were of course available ndash often with fully limited liability ndash in all four countries for the
whole period SyllandashWright consider
Counting new incorporations
It is worth re-examining the SyllandashWright statistics with these alternative perspectives in
mind The strongest element in their comparative view is that within their period ndash broadly
Table 1 Liability and Corporate-ness some Legal Milestones in Four Countries
Country
CommanditesLimited LiabilityPartnerships
Gewerkschaftendeed-of -settlement companies etc
Limited Liabilityby Registrationa
Prussia long-standing long-standing 1870France long-standing 1863b67US Louisiana 1808
NY 1822non-existent or discouraged Connecticut 1837c
major states by 1850sd
uniform act 1916 California 1931e
UK Ireland 1782 long-standingf 1855g
Britain 1907h discouraged from 1844i 1858 (banks)1862 (insurance)
aOf some generality eg excluding New York in 1811 which applied only to selected manufacturing industriesof small scale (up to $100000 capital) or the pre-1844 UK laws confined to shipping and letters patent (unlimitedby size)b Until 1867 only for SAs with up to F20m ($4m) capitalc Connecticut accounted for 2 of the US populationd Some states retained size and industry exceptions for example in Pennsylvania wholesalers could not registerunder the 1872 general law until 1895 nor could retailers until 1901 (Evans Business Incorporations 33)e Under the 1859 California law liability was proportional until limited liability was introduced in 1931f And formally recognised by simple registration for banks from 1826 and other companies from 1844 though afurther special act or letters patent were required for limited liability (as opposed to proportional liability orsubstantially limited liability by contractual exclusion of claims)g in England Wales and Ireland 1856 in Scotlandh possible in corporate form or by contract from 186567iunless registered under the 1826 or 1844 legislation or with fewer than 25 members
Business History 871
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ary
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1790ndash1860 though a little earlier or later for some European data ndash the numbers of
new incorporations proper were greater in the US than in any of the three European powers
they examine
They most seriously underestimate Prussian corporations proper reporting the number
of new charters for Prussian Aktiengesellschaften (AGs) as 285 in 1770ndash1867 only a few
per year Unfortunately this clearly omits the overwhelming majority of Prussian
corporation-like entities including many with limited liability for half a dozen reasons
They acknowledge only one of these the exclusion of all railways and turnpikes
suggesting that railways might increase their Prussian corporate capital figure by 103m
thalers nearly half as much again as their figure for non-railway corporations41 This is too
low The Prussian government statistician Dr Ernst Engel recorded 27 railways chartered
in 1826ndash50 alone with 1426m thalers capital42 (and by 1870 they had merged into 19 and
raised their capital by 4022m thalers) and a further 20 with 5741m thalers capital
chartered in 1851ndash70 By 1870 there were 39 with 7168m thalers capital 70 of all AG
capital authorised in Prussia to that point43 Turnpikes were smaller but more numerous
41 were formed in 1843ndash50 alone44
For AGs alone Bosselman detecting a misprint in Engelrsquos figures and other
understatements suggests there were at least 418 formations with 1036m thalers capital by
187045 That is without counting the AGs operating in Prussia but not chartered there for
from 1834 German AGs chartered outside Prussia ndash some Zollvereinmembers being more
liberal incorporators ndash in principle could (and sometimes did) operate in Prussia46 Also
Berlinrsquos gas supply started in 1826 was the work of Imperial Continental Gas a London
company operating throughout Europe Inter-state corporate mobility existed in Europe
before it was more decisively legally underpinned in the US by Paul vs Virginia in 186847
SyllandashWright also exclude all Prussian Gewerkschaften Engel noted in 1875 that 776
Gewerkschaften formed under the old law survived and a further 336 under the new 1865
law so it is possible that Gewerkschaften outnumbered AGs before 187048 Engel also
considered many other organisational forms which resembled corporations in possessing
separate legal personality but we can perhaps ignore multi-owner entities like
cooperatives and savings banks (which were usually organised on a mutual communal
or not-for-profit basis though similar enterprises in the US often took the corporate
form)49 Targeting only capitalist businesses with limited liability there is a stronger case
for including Kommanditgesellschaften (KGs) though there is little statistical information
on these in the relevant period but as late as 1895 KGs remained more numerous than
Gewerkschaften50 They were available initially under customary law and later (the dates
varying regionally) in standardised forms with shares (auf Aktien KGaAs) or without
(simple KGs) Many were small but others were not for example two Berlin banks
formed as KGaAs in 1856 the Disconto-Gesellschaft and the Berliner Handelsge-
sellschaft had paid-up share capitals of 10m thalers ($75m)51 and 374m thalers
($28m) respectively which placed them among the larger American and British banks at
that time52 Even larger were two quasi-state enterprises the Preussische Bank and the
Seehandlung trading company and bank also omitted by SyllandashWright53 being
privileged corporations chartered outside the AG rules The Preussische Bank alone in
1860 had 162m thalers (over $12m) share capital at par (7 of which was state-owned)
and 209m thalers ($157m) at market 1568 shareholders and 113 branches and
agencies54 Stock exchanges were well developed though the exchange in the free city of
Frankfurt (annexed to Prussia only in 1866) was still bigger than Berlinrsquos and funnelled
substantial German investments to the US rather than Prussia as well as attracting French
investment to Germany55 Nonetheless by 1870 Prussiarsquos own long-established stock
872 L Hannah
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ary
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exchange in Berlin listed 60 railway shares and 55 bank and industry shares fewer
railways than the NYSE ndash as Engelrsquos figures suggest Prussiarsquos smaller railway capital was
more concentrated ndash but similar numbers for non-railway shares56
We simply do not know how many multi-owner entities with some corporate
characteristics were formed in Prussia but it was an order of magnitude more by number
and perhaps 1200m thalers ($900m) by capital of multi-owner entities with corporate
characteristics formed up to 1870 this conjecture would certainly be nearer than Syllandash
Wrightrsquos $159m figure Moreover because of the extreme conservatism of Prussian
chartering and entry regulation in some industries57 a higher proportion possibly survived
at the end of the period than in the US58
The SyllandashWright statistics for France are more plausible because they do include
multi-owner entities (especially commandites) beyond corporations proper (societes
anonymes or SAs the French equivalent of AGs) Private turnpike corporations are not a
problem in France since national (and some departmental) roads were primarily operated
by the government Ponts et Chaussees The SyllandashWright statistics of 542 SAs and nearly
7000 commandites par actions omit those formed before 1808 (SAs) or 1826
(commandites par actions) and all commandites simples The latter substantially
outnumber the included entities 9375 were formed in 1840ndash60 alone59 In annual per
capita terms this implies a higher formation rate for commandites in France nearly double
the per capita rate for the 1098 limited partnerships in New York state in 1822ndash58 that
they report (and other US states probably used this form less than New York) It therefore
looks as if France came closest to America in the creation of limited liability entities60 it
was far behind both the US and the UK only in the creation of corporations proper (SAs)
However French SAs probably had a higher survival rate than American corporations
again a government lsquopicking winnersrsquo was more likely to discourage speculative
formations and protect incumbents from new entry61 Part of the reason for the limited
numbers of SAs and the popularity of commandites was the lower cost of the latter62
Many commandites and SAs were quoted on the Paris Bourse and though French
commentators alleged that the share markets in England and Germany were freer there
was a lively supplementary market on the coulisse63
Some of their UK statistics are also clearly undercounts They note that they omit
turnpikes which developed earlier in Britain and Ireland than in the US and only issued
bonds not equity English-style turnpikes were introduced to Ireland from 1727 and to the
US from 1792 so Irelandrsquos 1300 thorn mile network was almost complete before the first US
turnpike opened64 There were several thousand private acts for UK turnpikes and over
a thousand of the resulting (usually multi-owner) entities survived to the mid-nineteenth
century SyllandashWright also omit the small number of UK limited partnerships65 They are
under the impression that the Bubble Act inhibited parliament from authorising special
incorporations by statute before its repeal in 1825 though of course the UK parliament
(being its own supreme court) could ndash and in thousands of special acts did ndash cheerfully
neglect the earlier legislation when it wished66 They also quote numbers for companies
known on the London market in 1824 (156)67 and a little more broadly in 1843 (717) or
choosing to register their existence in 1844 before the new act took effect (947) though
these numbers were only a fraction of the companies in existence at these dates68
Nonetheless their final estimate of fewer than 10000 companies formed in the UK by 1860
is in the plausible range My own unpublished estimates suggest around 12000 (subject to
considerable possible margins of error in both directions) for the sum between 1790 and
1860 of all new statutory corporate enactments royal charters deeds-of-settlement and
similar lsquounauthorisedrsquo foundations plus companies registered under the (general)
Business History 873
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ary
2015
Companies Acts from 1844 and show the US possibly overtaking the UK in numbers of
new companies formed as early as the 1830s69
Table 2 summarises the discussion so far on the flow of new companies formed in
periods including the years 1808ndash60 plus a variety of earlier and later years Although
there remain many unknowns none of my mild qualifications challenges the basic Syllandash
Wright conclusion France seems to have run the US closest on the more expansive
definition of numbers of new businesses with limited liability formed The US was clearly
very well ahead if (as in column 1) all commandites Gewerkschaften deed-of-settlement
companies and their like are excluded These statistics measure only flows of new
formations not stocks of surviving companies
Counting the corporate capital stock ca 1860
The metric used by SyllandashWright for the amount of corporate capital ndash the flow of that
authorised ndash is more troubling For example in the UK pound893m ($4465m) was authorised
in new companies registered under the Companies Acts between 1862 and 186870 One
might admire this achievement it was after all as much in seven years as had been
authorised by special act over the previous seven decades in the US according to Syllandash
Wright Yet this is misleading because the UK registrar was notoriously lax one year later
he registered one company with pound100000000 authorised but only pound250 paid-up capital
Contemporary statisticians were well aware such published statistics were absurd71
Where ndash as in some countries and with variations over time too ndash the costs of charters
(or taxes) increased with the amount authorised capital figures were less likely to be
fictitiously high Also in UK statutory companies72 ndash subject to tougher regulation under
the 1845 Companies Clauses Consolidation Act with many of the larger ones also vetted
by the London Stock Exchange listing committee ndash the authorised and paid-up capitals
were closer together73 Registration procedures for corporations proper were also
Table 2 The Flow of Entities formed ca 1790ndash1860
CountryNumber of Corporations proper (corporationsAGs SAs etc) individually chartered
All corporate-like or limited liabilityentitiesa
Prussia at least 418 (1770ndash1870) not known but much largerthan col 1
France 542 (1808ndash67) above 16867 (1808ndash67)b
US 22419 (1790ndash1860) above 31098 (1790ndash1860)c
UK not known but in thehundreds before 1790 and thousands1790ndash1860
ca 12000 (1790ndash1860)d
a includes traditional forms like Gewerkschaften commandites deeds-of-settlement plus companies incorporatedunder general legislation all of these being excluded from the previous columnb includes the SAs in col 1 plus lsquonearly 7000rsquo commandites par actions (which we interpret as 6950) plus 9375commandites simples It excludes all commandites par actions formed before 1826 and all commandites simplesformed before 1840 or in 1861ndash67c Includes the special acts in col 1 plus SyllandashWrightrsquos central estimate for all additional incorporations undergeneral and quasi-general acts but only 1098 limited partnerships those registered in New York from 1822ndash58d Subject to wide margins of error because only the (small number of) Irish limited partnerships are firmly known(French lsquoOriginrsquo) While the numbers of special acts are known (Williams Historical) not all of these creatednew corporations (rather than modifying existing ones) many of the provisional registrations under the 1844 actexisted on paper only (Levi lsquoOn Joint Stockrsquo) and the estimates for deed-of-settlement deed-of-co-partnerycost-book and similar companies are likely to be understated because of the non-random nature of the sampling(see n 68 below)
874 L Hannah
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ary
2015
generally tighter in the civil law systems of the European continent than in the
Anglosphere though SyllandashWright themselves point out the wide gap in the French
commandite data between the amount authorised and paid-up The Fabian principles of
LSE lecturer HA Shannon who published a series of articles in the 1930s exposing the
high failure rate of early registered British companies made him a firm admirer of the
more restrictive German registration system74 Many of the multi-million dollar
capitalisations authorised in the US in the 1850s were competing schemes by promoters of
transcontinental railroads ndash dreams which never saw the light of day ndash so the share of
railway capital in SyllandashWright totals may be exaggerated US statesrsquo registration
procedures differed considerably in their rigour so inter-state differences may also not be
accurately reflected75 SyllandashWright are fully aware that their figures include many
companies that were stillborn or soon bankrupt (and their suggestion of a 60 survival rate
in the UK compared with 33ndash50 in the US is probably too generous to the UK)76 It
appears that in the nineteenth century about half of all companies chartered in the main
European countries survived to the end of the century while in the UK nearly two-thirds
failed and in the US the failure rate was even higher at about three-quarters77
Given these variations ndash over time and between countries states and categories ndash in
the degrees of fiction in the authorised capital data as well as in corporate survival rates it
makes sense to focus on the extant stock of paid-up capital78 For the US SyllandashWright
report a flow figure of $45 billion for the minimum authorised capital of all special
incorporations to 1860 and optimistically suggest that this is probably an underestimate of
capital actually paid in noting also that it excludes the capital in the (minority of)
corporations formed under general acts and of limited liability partnerships It is also a
gross flow figure making no allowance for disappearances Yet total US net new domestic
investment79 in the 1850s ndash including all investments in reproducible capital stock by
government in housing and farms and by individual proprietorships and partnerships
(which remained the business form of choice) ndash was only double the figure they give for
that decade What still impressed Charles Morrison a young British plutocrat with
extensive US investments during his visits from 1843 onwards was how much American
wealth was still tied up in real estate rather than secondary and tertiary activities in which
corporations were more common80 It is plausible but only barely that most domestic US
investment by the mid-nineteenth century took the corporate form81
Reliable data on the number and paid-up capital of all extant corporations are only
available from 188384 for the UK or Germany 1898 for France and 190910 for the US
but before that some sectors have good data Henry Varnum Poor measured US railway
capital systematically in this period and his annual data imply a figure for the common and
preferred stocks82 of the (several hundred) railways extant in 1860 of $7204m or 17 of
GDP83 Poor was well-informed and is likely to have missed only a few small private
railways yet his figure is less than a third of the SyllandashWright figure for the minimum
authorised capital of $22986m in 2603 railroad charters from 1825 (when railway
chartering began in the US) to 1860 It is clear that the SyllandashWright data include a high
rate of stillborn and defunct corporations speculative chartering of entities which had yet
to see an iron rail fictional capital that was never paid-up andor duplication in charters
for merged railways84 Since railways account for just over half of all their 1790ndash1860
capital authorised this casts some doubt on any suggestion that $45 bn is a minimum
estimate of capital actually paid in though they do point out that banks (which account for
just over 10 of their capital flows) did better with about half (rather than around a tenth
as in railways) of their bank corporations surviving to 1860 In fact banks did even better
than that in terms of capital the value of all US bank capital at the end of 1860 was
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reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
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ary
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in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
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ary
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
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ary
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in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
882 L Hannah
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
Business History 883
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
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opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
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Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
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15
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2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
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ded
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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ary
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Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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145
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ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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nloa
ded
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
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lasg
ow]
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145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
In the UK the main vehicle for forming multi-ownership businesses without individual
government approval was a distinctive extension of the traditional partnership using trust
law the deed-of-co-partnery (in civil law Scotland) or deed-of-settlement (in common law
England Wales and Ireland) It has long been understood that such joint-stock forms were
widely used in Scotland and operated for long periods22 but the recent publication of
Shareholder Democracies by Freeman Pearson and Taylor clarified how significant and
pervasive this form was in all four kingdoms Legislators by 1843 were telling those
urging more state control that this would be lsquovery difficult of adoption in this country after
the degree of practical countenance which joint stock companies have received and the
manner in which they have become interwoven with the commercial habits of the
peoplersquo23 It is true that these extended partnerships lacked some features of corporate-
ness beyond perpetual succession and powers to sue and be sued and govern themselves
but as Freeman et al show some did attempt to achieve wider corporate characteristics
even including limited liability For example some insurance companies wrote limitations
in all stockholder and policyholder contracts so their owners and managers remained only
(negligibly) exposed to third party liability claims24 These companies were neither
authorised by the state nor generally persecuted by it25 and they included many hundreds
of businesses dozens of the larger among them quoted on stock exchanges some with
over a thousand shareholders Indeed the sample of 224 deed-of-settlement companies in
the Freeman et al database of companies formed between 1720 and 1844 averaged 27
times the nominal capital of the 290 authorised by parliament in that database thus
accounting for more than twice as much capital as statutory and chartered incorporations
combined26 Their sample aimed to be representative but possibly in this case
exaggerates27 yet the significance of such deed-of-settlement companies can no longer be
doubted So widespread and well understood was the deed-of-settlement form that it was
adopted both in the 1826 Banking Act and the I844 Companies Act as the constitutional
form for the new corporate registration procedures they introduced (only in 1856 did the
British term for a corporate charter and by-laws ndash the lsquomemorandum and articles of
associationrsquo ndash replace the familiar lsquodeed-of-settlementrsquo for newly registered companies)
Unregistered deed-of-settlement companies had then become technically illegal if they
had more than 25 partners (shareholders) but some established deed-of-settlement
companies carried on regardless for decades longer28
It might be argued that these many alternative company forms that more commonly
appeared in Europe had less lsquocorporate-nessrsquo than American (or European) corporations
proper This was true but only in some respects
(a) Corporate personality This was an inherent characteristic of corporations proper
but de jure or de facto also of some of the others for example by use of the trust
device in deed-of-settlement companies
(b) Entity shielding This was clear for corporations but sometimes also de facto or de
jure achieved by some partnerships even (for example in Germany) by ordinary
partnerships (in the restricted sense that creditors had to exhaust the debtorrsquos own
assets before pursuing assets within the partnership)29 Hansmann et al have
argued that entity shielding was more important than limited liability for early
corporations and difficult to attain by contract30
(c) Limited Liability Although this is often viewed as a precondition for dispersed
ownership many early nineteenth-century corporate charters did not explicitly
provide it31 but all commandites by definition had it as did some other forms in
practice or in principle In deed-of-settlement companies creditors were advised
Business History 869
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ary
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to pursue claims through the company effectively resulting in a form of
proportional liability (and this was legally required after the 1844 act for deed-of-
settlement companies registered under it)32 Moreover multiple ownership was a
necessary condition of commandites and deed-of-settlement companies but not of
corporations some statutory corporations were lsquocorporations solersquo33
(d) Perpetual Succession This (together with a corporate seal) is sometimes
considered legally distinctive to corporations making them immune to the death
of a shareholder (or indeed any transfer of ownership) Blair has argued that this
locking-in of capital was a key contribution of early corporations34 Yet
partnerships could survive the death of a partner by using trustees and there were
transferable shares in many deed-of-settlement companies and commandites
conversely some corporations limited the transferability of their shares even on
the death of a holder In the more casual sense of perpetuating business life many
corporations had a fixed term (renewals were possible but were sometimes
denied) and even if that were not the case there was of course no guarantee they
would survive the death of a key founding entrepreneur On the other hand some
Gewerkschaften had already survived for centuries and some commandites and
deed-of-settlement companies also survived over several generations of owners
and managers
(e) Compulsory Purchase This does seem to have been almost entirely confined to
corporations proper presumably because if you had to go to the legislature to
obtain such rights you might as well ask for the full corporate form including
limited liability at the same time (and in the UK the standard statutory clauses for
private acts required it)
It is easy to project the present onto the past and imagine that the limited liability
corporation was a sine qua non of scale Yet there is now a consensus that limitation of
liability was considered less important when corporations were first widely used and some
evidence that dispersed shareholders were willing to accept double liability reserve
liability or even completely unlimited liability for example in well-managed banks35
One should remember moreover that in large-scale manufacturing internal investment
by traditional unincorporated and fully liable entrepreneurs remained until the later
nineteenth century (and sometimes into the twentieth) perfectly adequate to build even the
biggest manufacturing firms in all four countries In the emerging ironsteelarmaments
industry for example national champions like Krupp Vickers and Carnegie long
remained sole proprietorships or unlimited partnerships though their French equivalent
Schneider was the first to become less personally owned it was a commandite par actions
In locomotive manufacturing the five largest global firms of 1860 ndash Stephensons and
Hawthorns in Newcastle Beyer Peacock in Manchester Borsig in Berlin and Baldwins in
Philadelphia ndash long remained sole proprietorships or partnerships The high profits made
by these innovators (andor bank loans) were presumably sufficient to finance their
enormous engineering and assembly works employing several thousand workers36
There is no one right decision on where to draw the organisational boundary that
depends on the question one is asking If it is important for passive investors to have
limited liability to encourage the supply of funds to enterprises with economies of scale
beyond the means of individuals the commandite may serve perfectly well On the other
hand if managersdirectors also need limited liability to encourage them to take risks the
corporation with fully limited liability better serves their needs It was not just continental
Europeans but also many wise Anglo-Saxons like John Stuart Mill who saw much merit
870 L Hannah
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ary
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in the commandite form limiting the liability of outside shareholders but also enforcing
full responsibility for collective debts where it really lay on the active managers
Yet many active managers in America and Britain ndash those usually in the driving seat on
such matters ndash were less enthusiastic about Millrsquos ideas and preferred the corporation
proper (expunging managerial liability) to the commandite (which left them liable)
Table 1 summarises when some options became available It will be evident that there
is no clear pattern of precedence here one can make a case for each one of these four
countries lagging on some dimension37 The US is particularly difficult to rank because of
wide variations in timing between states spanning nearly a century and only France had no
regional variations For the UK various critical dates have been identified ndash 1782 1825
1826 1844 1855 1856 and 1858 ndash but room for debate disappears after insurance
companies were allowed to register in 186238 any legal business could then register with
limited liability in all four kingdoms In the US Wright adopting the view that any
registration process even if limited to small companies or specific industries is lsquogeneralrsquo
says that most states had general acts by 185039 Berle and Means adopting a tighter
standard say the process had then just begun and was only lsquoapproximately completersquo even
at the end of the nineteenth century40 The case that America was in the lead thus has to be
based on corporate numbers particularly numbers of special acts Such incorporations
were of course available ndash often with fully limited liability ndash in all four countries for the
whole period SyllandashWright consider
Counting new incorporations
It is worth re-examining the SyllandashWright statistics with these alternative perspectives in
mind The strongest element in their comparative view is that within their period ndash broadly
Table 1 Liability and Corporate-ness some Legal Milestones in Four Countries
Country
CommanditesLimited LiabilityPartnerships
Gewerkschaftendeed-of -settlement companies etc
Limited Liabilityby Registrationa
Prussia long-standing long-standing 1870France long-standing 1863b67US Louisiana 1808
NY 1822non-existent or discouraged Connecticut 1837c
major states by 1850sd
uniform act 1916 California 1931e
UK Ireland 1782 long-standingf 1855g
Britain 1907h discouraged from 1844i 1858 (banks)1862 (insurance)
aOf some generality eg excluding New York in 1811 which applied only to selected manufacturing industriesof small scale (up to $100000 capital) or the pre-1844 UK laws confined to shipping and letters patent (unlimitedby size)b Until 1867 only for SAs with up to F20m ($4m) capitalc Connecticut accounted for 2 of the US populationd Some states retained size and industry exceptions for example in Pennsylvania wholesalers could not registerunder the 1872 general law until 1895 nor could retailers until 1901 (Evans Business Incorporations 33)e Under the 1859 California law liability was proportional until limited liability was introduced in 1931f And formally recognised by simple registration for banks from 1826 and other companies from 1844 though afurther special act or letters patent were required for limited liability (as opposed to proportional liability orsubstantially limited liability by contractual exclusion of claims)g in England Wales and Ireland 1856 in Scotlandh possible in corporate form or by contract from 186567iunless registered under the 1826 or 1844 legislation or with fewer than 25 members
Business History 871
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1790ndash1860 though a little earlier or later for some European data ndash the numbers of
new incorporations proper were greater in the US than in any of the three European powers
they examine
They most seriously underestimate Prussian corporations proper reporting the number
of new charters for Prussian Aktiengesellschaften (AGs) as 285 in 1770ndash1867 only a few
per year Unfortunately this clearly omits the overwhelming majority of Prussian
corporation-like entities including many with limited liability for half a dozen reasons
They acknowledge only one of these the exclusion of all railways and turnpikes
suggesting that railways might increase their Prussian corporate capital figure by 103m
thalers nearly half as much again as their figure for non-railway corporations41 This is too
low The Prussian government statistician Dr Ernst Engel recorded 27 railways chartered
in 1826ndash50 alone with 1426m thalers capital42 (and by 1870 they had merged into 19 and
raised their capital by 4022m thalers) and a further 20 with 5741m thalers capital
chartered in 1851ndash70 By 1870 there were 39 with 7168m thalers capital 70 of all AG
capital authorised in Prussia to that point43 Turnpikes were smaller but more numerous
41 were formed in 1843ndash50 alone44
For AGs alone Bosselman detecting a misprint in Engelrsquos figures and other
understatements suggests there were at least 418 formations with 1036m thalers capital by
187045 That is without counting the AGs operating in Prussia but not chartered there for
from 1834 German AGs chartered outside Prussia ndash some Zollvereinmembers being more
liberal incorporators ndash in principle could (and sometimes did) operate in Prussia46 Also
Berlinrsquos gas supply started in 1826 was the work of Imperial Continental Gas a London
company operating throughout Europe Inter-state corporate mobility existed in Europe
before it was more decisively legally underpinned in the US by Paul vs Virginia in 186847
SyllandashWright also exclude all Prussian Gewerkschaften Engel noted in 1875 that 776
Gewerkschaften formed under the old law survived and a further 336 under the new 1865
law so it is possible that Gewerkschaften outnumbered AGs before 187048 Engel also
considered many other organisational forms which resembled corporations in possessing
separate legal personality but we can perhaps ignore multi-owner entities like
cooperatives and savings banks (which were usually organised on a mutual communal
or not-for-profit basis though similar enterprises in the US often took the corporate
form)49 Targeting only capitalist businesses with limited liability there is a stronger case
for including Kommanditgesellschaften (KGs) though there is little statistical information
on these in the relevant period but as late as 1895 KGs remained more numerous than
Gewerkschaften50 They were available initially under customary law and later (the dates
varying regionally) in standardised forms with shares (auf Aktien KGaAs) or without
(simple KGs) Many were small but others were not for example two Berlin banks
formed as KGaAs in 1856 the Disconto-Gesellschaft and the Berliner Handelsge-
sellschaft had paid-up share capitals of 10m thalers ($75m)51 and 374m thalers
($28m) respectively which placed them among the larger American and British banks at
that time52 Even larger were two quasi-state enterprises the Preussische Bank and the
Seehandlung trading company and bank also omitted by SyllandashWright53 being
privileged corporations chartered outside the AG rules The Preussische Bank alone in
1860 had 162m thalers (over $12m) share capital at par (7 of which was state-owned)
and 209m thalers ($157m) at market 1568 shareholders and 113 branches and
agencies54 Stock exchanges were well developed though the exchange in the free city of
Frankfurt (annexed to Prussia only in 1866) was still bigger than Berlinrsquos and funnelled
substantial German investments to the US rather than Prussia as well as attracting French
investment to Germany55 Nonetheless by 1870 Prussiarsquos own long-established stock
872 L Hannah
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exchange in Berlin listed 60 railway shares and 55 bank and industry shares fewer
railways than the NYSE ndash as Engelrsquos figures suggest Prussiarsquos smaller railway capital was
more concentrated ndash but similar numbers for non-railway shares56
We simply do not know how many multi-owner entities with some corporate
characteristics were formed in Prussia but it was an order of magnitude more by number
and perhaps 1200m thalers ($900m) by capital of multi-owner entities with corporate
characteristics formed up to 1870 this conjecture would certainly be nearer than Syllandash
Wrightrsquos $159m figure Moreover because of the extreme conservatism of Prussian
chartering and entry regulation in some industries57 a higher proportion possibly survived
at the end of the period than in the US58
The SyllandashWright statistics for France are more plausible because they do include
multi-owner entities (especially commandites) beyond corporations proper (societes
anonymes or SAs the French equivalent of AGs) Private turnpike corporations are not a
problem in France since national (and some departmental) roads were primarily operated
by the government Ponts et Chaussees The SyllandashWright statistics of 542 SAs and nearly
7000 commandites par actions omit those formed before 1808 (SAs) or 1826
(commandites par actions) and all commandites simples The latter substantially
outnumber the included entities 9375 were formed in 1840ndash60 alone59 In annual per
capita terms this implies a higher formation rate for commandites in France nearly double
the per capita rate for the 1098 limited partnerships in New York state in 1822ndash58 that
they report (and other US states probably used this form less than New York) It therefore
looks as if France came closest to America in the creation of limited liability entities60 it
was far behind both the US and the UK only in the creation of corporations proper (SAs)
However French SAs probably had a higher survival rate than American corporations
again a government lsquopicking winnersrsquo was more likely to discourage speculative
formations and protect incumbents from new entry61 Part of the reason for the limited
numbers of SAs and the popularity of commandites was the lower cost of the latter62
Many commandites and SAs were quoted on the Paris Bourse and though French
commentators alleged that the share markets in England and Germany were freer there
was a lively supplementary market on the coulisse63
Some of their UK statistics are also clearly undercounts They note that they omit
turnpikes which developed earlier in Britain and Ireland than in the US and only issued
bonds not equity English-style turnpikes were introduced to Ireland from 1727 and to the
US from 1792 so Irelandrsquos 1300 thorn mile network was almost complete before the first US
turnpike opened64 There were several thousand private acts for UK turnpikes and over
a thousand of the resulting (usually multi-owner) entities survived to the mid-nineteenth
century SyllandashWright also omit the small number of UK limited partnerships65 They are
under the impression that the Bubble Act inhibited parliament from authorising special
incorporations by statute before its repeal in 1825 though of course the UK parliament
(being its own supreme court) could ndash and in thousands of special acts did ndash cheerfully
neglect the earlier legislation when it wished66 They also quote numbers for companies
known on the London market in 1824 (156)67 and a little more broadly in 1843 (717) or
choosing to register their existence in 1844 before the new act took effect (947) though
these numbers were only a fraction of the companies in existence at these dates68
Nonetheless their final estimate of fewer than 10000 companies formed in the UK by 1860
is in the plausible range My own unpublished estimates suggest around 12000 (subject to
considerable possible margins of error in both directions) for the sum between 1790 and
1860 of all new statutory corporate enactments royal charters deeds-of-settlement and
similar lsquounauthorisedrsquo foundations plus companies registered under the (general)
Business History 873
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Companies Acts from 1844 and show the US possibly overtaking the UK in numbers of
new companies formed as early as the 1830s69
Table 2 summarises the discussion so far on the flow of new companies formed in
periods including the years 1808ndash60 plus a variety of earlier and later years Although
there remain many unknowns none of my mild qualifications challenges the basic Syllandash
Wright conclusion France seems to have run the US closest on the more expansive
definition of numbers of new businesses with limited liability formed The US was clearly
very well ahead if (as in column 1) all commandites Gewerkschaften deed-of-settlement
companies and their like are excluded These statistics measure only flows of new
formations not stocks of surviving companies
Counting the corporate capital stock ca 1860
The metric used by SyllandashWright for the amount of corporate capital ndash the flow of that
authorised ndash is more troubling For example in the UK pound893m ($4465m) was authorised
in new companies registered under the Companies Acts between 1862 and 186870 One
might admire this achievement it was after all as much in seven years as had been
authorised by special act over the previous seven decades in the US according to Syllandash
Wright Yet this is misleading because the UK registrar was notoriously lax one year later
he registered one company with pound100000000 authorised but only pound250 paid-up capital
Contemporary statisticians were well aware such published statistics were absurd71
Where ndash as in some countries and with variations over time too ndash the costs of charters
(or taxes) increased with the amount authorised capital figures were less likely to be
fictitiously high Also in UK statutory companies72 ndash subject to tougher regulation under
the 1845 Companies Clauses Consolidation Act with many of the larger ones also vetted
by the London Stock Exchange listing committee ndash the authorised and paid-up capitals
were closer together73 Registration procedures for corporations proper were also
Table 2 The Flow of Entities formed ca 1790ndash1860
CountryNumber of Corporations proper (corporationsAGs SAs etc) individually chartered
All corporate-like or limited liabilityentitiesa
Prussia at least 418 (1770ndash1870) not known but much largerthan col 1
France 542 (1808ndash67) above 16867 (1808ndash67)b
US 22419 (1790ndash1860) above 31098 (1790ndash1860)c
UK not known but in thehundreds before 1790 and thousands1790ndash1860
ca 12000 (1790ndash1860)d
a includes traditional forms like Gewerkschaften commandites deeds-of-settlement plus companies incorporatedunder general legislation all of these being excluded from the previous columnb includes the SAs in col 1 plus lsquonearly 7000rsquo commandites par actions (which we interpret as 6950) plus 9375commandites simples It excludes all commandites par actions formed before 1826 and all commandites simplesformed before 1840 or in 1861ndash67c Includes the special acts in col 1 plus SyllandashWrightrsquos central estimate for all additional incorporations undergeneral and quasi-general acts but only 1098 limited partnerships those registered in New York from 1822ndash58d Subject to wide margins of error because only the (small number of) Irish limited partnerships are firmly known(French lsquoOriginrsquo) While the numbers of special acts are known (Williams Historical) not all of these creatednew corporations (rather than modifying existing ones) many of the provisional registrations under the 1844 actexisted on paper only (Levi lsquoOn Joint Stockrsquo) and the estimates for deed-of-settlement deed-of-co-partnerycost-book and similar companies are likely to be understated because of the non-random nature of the sampling(see n 68 below)
874 L Hannah
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generally tighter in the civil law systems of the European continent than in the
Anglosphere though SyllandashWright themselves point out the wide gap in the French
commandite data between the amount authorised and paid-up The Fabian principles of
LSE lecturer HA Shannon who published a series of articles in the 1930s exposing the
high failure rate of early registered British companies made him a firm admirer of the
more restrictive German registration system74 Many of the multi-million dollar
capitalisations authorised in the US in the 1850s were competing schemes by promoters of
transcontinental railroads ndash dreams which never saw the light of day ndash so the share of
railway capital in SyllandashWright totals may be exaggerated US statesrsquo registration
procedures differed considerably in their rigour so inter-state differences may also not be
accurately reflected75 SyllandashWright are fully aware that their figures include many
companies that were stillborn or soon bankrupt (and their suggestion of a 60 survival rate
in the UK compared with 33ndash50 in the US is probably too generous to the UK)76 It
appears that in the nineteenth century about half of all companies chartered in the main
European countries survived to the end of the century while in the UK nearly two-thirds
failed and in the US the failure rate was even higher at about three-quarters77
Given these variations ndash over time and between countries states and categories ndash in
the degrees of fiction in the authorised capital data as well as in corporate survival rates it
makes sense to focus on the extant stock of paid-up capital78 For the US SyllandashWright
report a flow figure of $45 billion for the minimum authorised capital of all special
incorporations to 1860 and optimistically suggest that this is probably an underestimate of
capital actually paid in noting also that it excludes the capital in the (minority of)
corporations formed under general acts and of limited liability partnerships It is also a
gross flow figure making no allowance for disappearances Yet total US net new domestic
investment79 in the 1850s ndash including all investments in reproducible capital stock by
government in housing and farms and by individual proprietorships and partnerships
(which remained the business form of choice) ndash was only double the figure they give for
that decade What still impressed Charles Morrison a young British plutocrat with
extensive US investments during his visits from 1843 onwards was how much American
wealth was still tied up in real estate rather than secondary and tertiary activities in which
corporations were more common80 It is plausible but only barely that most domestic US
investment by the mid-nineteenth century took the corporate form81
Reliable data on the number and paid-up capital of all extant corporations are only
available from 188384 for the UK or Germany 1898 for France and 190910 for the US
but before that some sectors have good data Henry Varnum Poor measured US railway
capital systematically in this period and his annual data imply a figure for the common and
preferred stocks82 of the (several hundred) railways extant in 1860 of $7204m or 17 of
GDP83 Poor was well-informed and is likely to have missed only a few small private
railways yet his figure is less than a third of the SyllandashWright figure for the minimum
authorised capital of $22986m in 2603 railroad charters from 1825 (when railway
chartering began in the US) to 1860 It is clear that the SyllandashWright data include a high
rate of stillborn and defunct corporations speculative chartering of entities which had yet
to see an iron rail fictional capital that was never paid-up andor duplication in charters
for merged railways84 Since railways account for just over half of all their 1790ndash1860
capital authorised this casts some doubt on any suggestion that $45 bn is a minimum
estimate of capital actually paid in though they do point out that banks (which account for
just over 10 of their capital flows) did better with about half (rather than around a tenth
as in railways) of their bank corporations surviving to 1860 In fact banks did even better
than that in terms of capital the value of all US bank capital at the end of 1860 was
Business History 875
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reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
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ary
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in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
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ary
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
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ary
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in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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ary
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
882 L Hannah
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ary
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
Business History 883
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ity o
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at 1
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15
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ary
2015
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ity o
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145
15
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
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ary
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107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
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facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
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ded
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ity o
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ow]
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145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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ity o
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ow]
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145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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Uni
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ity o
f G
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ow]
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145
15
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
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ded
by [
Uni
vers
ity o
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lasg
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145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
to pursue claims through the company effectively resulting in a form of
proportional liability (and this was legally required after the 1844 act for deed-of-
settlement companies registered under it)32 Moreover multiple ownership was a
necessary condition of commandites and deed-of-settlement companies but not of
corporations some statutory corporations were lsquocorporations solersquo33
(d) Perpetual Succession This (together with a corporate seal) is sometimes
considered legally distinctive to corporations making them immune to the death
of a shareholder (or indeed any transfer of ownership) Blair has argued that this
locking-in of capital was a key contribution of early corporations34 Yet
partnerships could survive the death of a partner by using trustees and there were
transferable shares in many deed-of-settlement companies and commandites
conversely some corporations limited the transferability of their shares even on
the death of a holder In the more casual sense of perpetuating business life many
corporations had a fixed term (renewals were possible but were sometimes
denied) and even if that were not the case there was of course no guarantee they
would survive the death of a key founding entrepreneur On the other hand some
Gewerkschaften had already survived for centuries and some commandites and
deed-of-settlement companies also survived over several generations of owners
and managers
(e) Compulsory Purchase This does seem to have been almost entirely confined to
corporations proper presumably because if you had to go to the legislature to
obtain such rights you might as well ask for the full corporate form including
limited liability at the same time (and in the UK the standard statutory clauses for
private acts required it)
It is easy to project the present onto the past and imagine that the limited liability
corporation was a sine qua non of scale Yet there is now a consensus that limitation of
liability was considered less important when corporations were first widely used and some
evidence that dispersed shareholders were willing to accept double liability reserve
liability or even completely unlimited liability for example in well-managed banks35
One should remember moreover that in large-scale manufacturing internal investment
by traditional unincorporated and fully liable entrepreneurs remained until the later
nineteenth century (and sometimes into the twentieth) perfectly adequate to build even the
biggest manufacturing firms in all four countries In the emerging ironsteelarmaments
industry for example national champions like Krupp Vickers and Carnegie long
remained sole proprietorships or unlimited partnerships though their French equivalent
Schneider was the first to become less personally owned it was a commandite par actions
In locomotive manufacturing the five largest global firms of 1860 ndash Stephensons and
Hawthorns in Newcastle Beyer Peacock in Manchester Borsig in Berlin and Baldwins in
Philadelphia ndash long remained sole proprietorships or partnerships The high profits made
by these innovators (andor bank loans) were presumably sufficient to finance their
enormous engineering and assembly works employing several thousand workers36
There is no one right decision on where to draw the organisational boundary that
depends on the question one is asking If it is important for passive investors to have
limited liability to encourage the supply of funds to enterprises with economies of scale
beyond the means of individuals the commandite may serve perfectly well On the other
hand if managersdirectors also need limited liability to encourage them to take risks the
corporation with fully limited liability better serves their needs It was not just continental
Europeans but also many wise Anglo-Saxons like John Stuart Mill who saw much merit
870 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
in the commandite form limiting the liability of outside shareholders but also enforcing
full responsibility for collective debts where it really lay on the active managers
Yet many active managers in America and Britain ndash those usually in the driving seat on
such matters ndash were less enthusiastic about Millrsquos ideas and preferred the corporation
proper (expunging managerial liability) to the commandite (which left them liable)
Table 1 summarises when some options became available It will be evident that there
is no clear pattern of precedence here one can make a case for each one of these four
countries lagging on some dimension37 The US is particularly difficult to rank because of
wide variations in timing between states spanning nearly a century and only France had no
regional variations For the UK various critical dates have been identified ndash 1782 1825
1826 1844 1855 1856 and 1858 ndash but room for debate disappears after insurance
companies were allowed to register in 186238 any legal business could then register with
limited liability in all four kingdoms In the US Wright adopting the view that any
registration process even if limited to small companies or specific industries is lsquogeneralrsquo
says that most states had general acts by 185039 Berle and Means adopting a tighter
standard say the process had then just begun and was only lsquoapproximately completersquo even
at the end of the nineteenth century40 The case that America was in the lead thus has to be
based on corporate numbers particularly numbers of special acts Such incorporations
were of course available ndash often with fully limited liability ndash in all four countries for the
whole period SyllandashWright consider
Counting new incorporations
It is worth re-examining the SyllandashWright statistics with these alternative perspectives in
mind The strongest element in their comparative view is that within their period ndash broadly
Table 1 Liability and Corporate-ness some Legal Milestones in Four Countries
Country
CommanditesLimited LiabilityPartnerships
Gewerkschaftendeed-of -settlement companies etc
Limited Liabilityby Registrationa
Prussia long-standing long-standing 1870France long-standing 1863b67US Louisiana 1808
NY 1822non-existent or discouraged Connecticut 1837c
major states by 1850sd
uniform act 1916 California 1931e
UK Ireland 1782 long-standingf 1855g
Britain 1907h discouraged from 1844i 1858 (banks)1862 (insurance)
aOf some generality eg excluding New York in 1811 which applied only to selected manufacturing industriesof small scale (up to $100000 capital) or the pre-1844 UK laws confined to shipping and letters patent (unlimitedby size)b Until 1867 only for SAs with up to F20m ($4m) capitalc Connecticut accounted for 2 of the US populationd Some states retained size and industry exceptions for example in Pennsylvania wholesalers could not registerunder the 1872 general law until 1895 nor could retailers until 1901 (Evans Business Incorporations 33)e Under the 1859 California law liability was proportional until limited liability was introduced in 1931f And formally recognised by simple registration for banks from 1826 and other companies from 1844 though afurther special act or letters patent were required for limited liability (as opposed to proportional liability orsubstantially limited liability by contractual exclusion of claims)g in England Wales and Ireland 1856 in Scotlandh possible in corporate form or by contract from 186567iunless registered under the 1826 or 1844 legislation or with fewer than 25 members
Business History 871
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1790ndash1860 though a little earlier or later for some European data ndash the numbers of
new incorporations proper were greater in the US than in any of the three European powers
they examine
They most seriously underestimate Prussian corporations proper reporting the number
of new charters for Prussian Aktiengesellschaften (AGs) as 285 in 1770ndash1867 only a few
per year Unfortunately this clearly omits the overwhelming majority of Prussian
corporation-like entities including many with limited liability for half a dozen reasons
They acknowledge only one of these the exclusion of all railways and turnpikes
suggesting that railways might increase their Prussian corporate capital figure by 103m
thalers nearly half as much again as their figure for non-railway corporations41 This is too
low The Prussian government statistician Dr Ernst Engel recorded 27 railways chartered
in 1826ndash50 alone with 1426m thalers capital42 (and by 1870 they had merged into 19 and
raised their capital by 4022m thalers) and a further 20 with 5741m thalers capital
chartered in 1851ndash70 By 1870 there were 39 with 7168m thalers capital 70 of all AG
capital authorised in Prussia to that point43 Turnpikes were smaller but more numerous
41 were formed in 1843ndash50 alone44
For AGs alone Bosselman detecting a misprint in Engelrsquos figures and other
understatements suggests there were at least 418 formations with 1036m thalers capital by
187045 That is without counting the AGs operating in Prussia but not chartered there for
from 1834 German AGs chartered outside Prussia ndash some Zollvereinmembers being more
liberal incorporators ndash in principle could (and sometimes did) operate in Prussia46 Also
Berlinrsquos gas supply started in 1826 was the work of Imperial Continental Gas a London
company operating throughout Europe Inter-state corporate mobility existed in Europe
before it was more decisively legally underpinned in the US by Paul vs Virginia in 186847
SyllandashWright also exclude all Prussian Gewerkschaften Engel noted in 1875 that 776
Gewerkschaften formed under the old law survived and a further 336 under the new 1865
law so it is possible that Gewerkschaften outnumbered AGs before 187048 Engel also
considered many other organisational forms which resembled corporations in possessing
separate legal personality but we can perhaps ignore multi-owner entities like
cooperatives and savings banks (which were usually organised on a mutual communal
or not-for-profit basis though similar enterprises in the US often took the corporate
form)49 Targeting only capitalist businesses with limited liability there is a stronger case
for including Kommanditgesellschaften (KGs) though there is little statistical information
on these in the relevant period but as late as 1895 KGs remained more numerous than
Gewerkschaften50 They were available initially under customary law and later (the dates
varying regionally) in standardised forms with shares (auf Aktien KGaAs) or without
(simple KGs) Many were small but others were not for example two Berlin banks
formed as KGaAs in 1856 the Disconto-Gesellschaft and the Berliner Handelsge-
sellschaft had paid-up share capitals of 10m thalers ($75m)51 and 374m thalers
($28m) respectively which placed them among the larger American and British banks at
that time52 Even larger were two quasi-state enterprises the Preussische Bank and the
Seehandlung trading company and bank also omitted by SyllandashWright53 being
privileged corporations chartered outside the AG rules The Preussische Bank alone in
1860 had 162m thalers (over $12m) share capital at par (7 of which was state-owned)
and 209m thalers ($157m) at market 1568 shareholders and 113 branches and
agencies54 Stock exchanges were well developed though the exchange in the free city of
Frankfurt (annexed to Prussia only in 1866) was still bigger than Berlinrsquos and funnelled
substantial German investments to the US rather than Prussia as well as attracting French
investment to Germany55 Nonetheless by 1870 Prussiarsquos own long-established stock
872 L Hannah
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ary
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exchange in Berlin listed 60 railway shares and 55 bank and industry shares fewer
railways than the NYSE ndash as Engelrsquos figures suggest Prussiarsquos smaller railway capital was
more concentrated ndash but similar numbers for non-railway shares56
We simply do not know how many multi-owner entities with some corporate
characteristics were formed in Prussia but it was an order of magnitude more by number
and perhaps 1200m thalers ($900m) by capital of multi-owner entities with corporate
characteristics formed up to 1870 this conjecture would certainly be nearer than Syllandash
Wrightrsquos $159m figure Moreover because of the extreme conservatism of Prussian
chartering and entry regulation in some industries57 a higher proportion possibly survived
at the end of the period than in the US58
The SyllandashWright statistics for France are more plausible because they do include
multi-owner entities (especially commandites) beyond corporations proper (societes
anonymes or SAs the French equivalent of AGs) Private turnpike corporations are not a
problem in France since national (and some departmental) roads were primarily operated
by the government Ponts et Chaussees The SyllandashWright statistics of 542 SAs and nearly
7000 commandites par actions omit those formed before 1808 (SAs) or 1826
(commandites par actions) and all commandites simples The latter substantially
outnumber the included entities 9375 were formed in 1840ndash60 alone59 In annual per
capita terms this implies a higher formation rate for commandites in France nearly double
the per capita rate for the 1098 limited partnerships in New York state in 1822ndash58 that
they report (and other US states probably used this form less than New York) It therefore
looks as if France came closest to America in the creation of limited liability entities60 it
was far behind both the US and the UK only in the creation of corporations proper (SAs)
However French SAs probably had a higher survival rate than American corporations
again a government lsquopicking winnersrsquo was more likely to discourage speculative
formations and protect incumbents from new entry61 Part of the reason for the limited
numbers of SAs and the popularity of commandites was the lower cost of the latter62
Many commandites and SAs were quoted on the Paris Bourse and though French
commentators alleged that the share markets in England and Germany were freer there
was a lively supplementary market on the coulisse63
Some of their UK statistics are also clearly undercounts They note that they omit
turnpikes which developed earlier in Britain and Ireland than in the US and only issued
bonds not equity English-style turnpikes were introduced to Ireland from 1727 and to the
US from 1792 so Irelandrsquos 1300 thorn mile network was almost complete before the first US
turnpike opened64 There were several thousand private acts for UK turnpikes and over
a thousand of the resulting (usually multi-owner) entities survived to the mid-nineteenth
century SyllandashWright also omit the small number of UK limited partnerships65 They are
under the impression that the Bubble Act inhibited parliament from authorising special
incorporations by statute before its repeal in 1825 though of course the UK parliament
(being its own supreme court) could ndash and in thousands of special acts did ndash cheerfully
neglect the earlier legislation when it wished66 They also quote numbers for companies
known on the London market in 1824 (156)67 and a little more broadly in 1843 (717) or
choosing to register their existence in 1844 before the new act took effect (947) though
these numbers were only a fraction of the companies in existence at these dates68
Nonetheless their final estimate of fewer than 10000 companies formed in the UK by 1860
is in the plausible range My own unpublished estimates suggest around 12000 (subject to
considerable possible margins of error in both directions) for the sum between 1790 and
1860 of all new statutory corporate enactments royal charters deeds-of-settlement and
similar lsquounauthorisedrsquo foundations plus companies registered under the (general)
Business History 873
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Companies Acts from 1844 and show the US possibly overtaking the UK in numbers of
new companies formed as early as the 1830s69
Table 2 summarises the discussion so far on the flow of new companies formed in
periods including the years 1808ndash60 plus a variety of earlier and later years Although
there remain many unknowns none of my mild qualifications challenges the basic Syllandash
Wright conclusion France seems to have run the US closest on the more expansive
definition of numbers of new businesses with limited liability formed The US was clearly
very well ahead if (as in column 1) all commandites Gewerkschaften deed-of-settlement
companies and their like are excluded These statistics measure only flows of new
formations not stocks of surviving companies
Counting the corporate capital stock ca 1860
The metric used by SyllandashWright for the amount of corporate capital ndash the flow of that
authorised ndash is more troubling For example in the UK pound893m ($4465m) was authorised
in new companies registered under the Companies Acts between 1862 and 186870 One
might admire this achievement it was after all as much in seven years as had been
authorised by special act over the previous seven decades in the US according to Syllandash
Wright Yet this is misleading because the UK registrar was notoriously lax one year later
he registered one company with pound100000000 authorised but only pound250 paid-up capital
Contemporary statisticians were well aware such published statistics were absurd71
Where ndash as in some countries and with variations over time too ndash the costs of charters
(or taxes) increased with the amount authorised capital figures were less likely to be
fictitiously high Also in UK statutory companies72 ndash subject to tougher regulation under
the 1845 Companies Clauses Consolidation Act with many of the larger ones also vetted
by the London Stock Exchange listing committee ndash the authorised and paid-up capitals
were closer together73 Registration procedures for corporations proper were also
Table 2 The Flow of Entities formed ca 1790ndash1860
CountryNumber of Corporations proper (corporationsAGs SAs etc) individually chartered
All corporate-like or limited liabilityentitiesa
Prussia at least 418 (1770ndash1870) not known but much largerthan col 1
France 542 (1808ndash67) above 16867 (1808ndash67)b
US 22419 (1790ndash1860) above 31098 (1790ndash1860)c
UK not known but in thehundreds before 1790 and thousands1790ndash1860
ca 12000 (1790ndash1860)d
a includes traditional forms like Gewerkschaften commandites deeds-of-settlement plus companies incorporatedunder general legislation all of these being excluded from the previous columnb includes the SAs in col 1 plus lsquonearly 7000rsquo commandites par actions (which we interpret as 6950) plus 9375commandites simples It excludes all commandites par actions formed before 1826 and all commandites simplesformed before 1840 or in 1861ndash67c Includes the special acts in col 1 plus SyllandashWrightrsquos central estimate for all additional incorporations undergeneral and quasi-general acts but only 1098 limited partnerships those registered in New York from 1822ndash58d Subject to wide margins of error because only the (small number of) Irish limited partnerships are firmly known(French lsquoOriginrsquo) While the numbers of special acts are known (Williams Historical) not all of these creatednew corporations (rather than modifying existing ones) many of the provisional registrations under the 1844 actexisted on paper only (Levi lsquoOn Joint Stockrsquo) and the estimates for deed-of-settlement deed-of-co-partnerycost-book and similar companies are likely to be understated because of the non-random nature of the sampling(see n 68 below)
874 L Hannah
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generally tighter in the civil law systems of the European continent than in the
Anglosphere though SyllandashWright themselves point out the wide gap in the French
commandite data between the amount authorised and paid-up The Fabian principles of
LSE lecturer HA Shannon who published a series of articles in the 1930s exposing the
high failure rate of early registered British companies made him a firm admirer of the
more restrictive German registration system74 Many of the multi-million dollar
capitalisations authorised in the US in the 1850s were competing schemes by promoters of
transcontinental railroads ndash dreams which never saw the light of day ndash so the share of
railway capital in SyllandashWright totals may be exaggerated US statesrsquo registration
procedures differed considerably in their rigour so inter-state differences may also not be
accurately reflected75 SyllandashWright are fully aware that their figures include many
companies that were stillborn or soon bankrupt (and their suggestion of a 60 survival rate
in the UK compared with 33ndash50 in the US is probably too generous to the UK)76 It
appears that in the nineteenth century about half of all companies chartered in the main
European countries survived to the end of the century while in the UK nearly two-thirds
failed and in the US the failure rate was even higher at about three-quarters77
Given these variations ndash over time and between countries states and categories ndash in
the degrees of fiction in the authorised capital data as well as in corporate survival rates it
makes sense to focus on the extant stock of paid-up capital78 For the US SyllandashWright
report a flow figure of $45 billion for the minimum authorised capital of all special
incorporations to 1860 and optimistically suggest that this is probably an underestimate of
capital actually paid in noting also that it excludes the capital in the (minority of)
corporations formed under general acts and of limited liability partnerships It is also a
gross flow figure making no allowance for disappearances Yet total US net new domestic
investment79 in the 1850s ndash including all investments in reproducible capital stock by
government in housing and farms and by individual proprietorships and partnerships
(which remained the business form of choice) ndash was only double the figure they give for
that decade What still impressed Charles Morrison a young British plutocrat with
extensive US investments during his visits from 1843 onwards was how much American
wealth was still tied up in real estate rather than secondary and tertiary activities in which
corporations were more common80 It is plausible but only barely that most domestic US
investment by the mid-nineteenth century took the corporate form81
Reliable data on the number and paid-up capital of all extant corporations are only
available from 188384 for the UK or Germany 1898 for France and 190910 for the US
but before that some sectors have good data Henry Varnum Poor measured US railway
capital systematically in this period and his annual data imply a figure for the common and
preferred stocks82 of the (several hundred) railways extant in 1860 of $7204m or 17 of
GDP83 Poor was well-informed and is likely to have missed only a few small private
railways yet his figure is less than a third of the SyllandashWright figure for the minimum
authorised capital of $22986m in 2603 railroad charters from 1825 (when railway
chartering began in the US) to 1860 It is clear that the SyllandashWright data include a high
rate of stillborn and defunct corporations speculative chartering of entities which had yet
to see an iron rail fictional capital that was never paid-up andor duplication in charters
for merged railways84 Since railways account for just over half of all their 1790ndash1860
capital authorised this casts some doubt on any suggestion that $45 bn is a minimum
estimate of capital actually paid in though they do point out that banks (which account for
just over 10 of their capital flows) did better with about half (rather than around a tenth
as in railways) of their bank corporations surviving to 1860 In fact banks did even better
than that in terms of capital the value of all US bank capital at the end of 1860 was
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reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
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ary
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in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
Business History 877
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ary
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
878 L Hannah
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ary
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
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ary
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
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ary
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in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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ary
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
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ary
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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ary
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ary
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intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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by [
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ity o
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at 1
145
15
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
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ary
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ity o
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at 1
145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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ary
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
Dow
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by [
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ity o
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at 1
145
15
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ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
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ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
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145
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ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
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ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
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at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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Uni
vers
ity o
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lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
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ded
by [
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ity o
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145
15
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ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
in the commandite form limiting the liability of outside shareholders but also enforcing
full responsibility for collective debts where it really lay on the active managers
Yet many active managers in America and Britain ndash those usually in the driving seat on
such matters ndash were less enthusiastic about Millrsquos ideas and preferred the corporation
proper (expunging managerial liability) to the commandite (which left them liable)
Table 1 summarises when some options became available It will be evident that there
is no clear pattern of precedence here one can make a case for each one of these four
countries lagging on some dimension37 The US is particularly difficult to rank because of
wide variations in timing between states spanning nearly a century and only France had no
regional variations For the UK various critical dates have been identified ndash 1782 1825
1826 1844 1855 1856 and 1858 ndash but room for debate disappears after insurance
companies were allowed to register in 186238 any legal business could then register with
limited liability in all four kingdoms In the US Wright adopting the view that any
registration process even if limited to small companies or specific industries is lsquogeneralrsquo
says that most states had general acts by 185039 Berle and Means adopting a tighter
standard say the process had then just begun and was only lsquoapproximately completersquo even
at the end of the nineteenth century40 The case that America was in the lead thus has to be
based on corporate numbers particularly numbers of special acts Such incorporations
were of course available ndash often with fully limited liability ndash in all four countries for the
whole period SyllandashWright consider
Counting new incorporations
It is worth re-examining the SyllandashWright statistics with these alternative perspectives in
mind The strongest element in their comparative view is that within their period ndash broadly
Table 1 Liability and Corporate-ness some Legal Milestones in Four Countries
Country
CommanditesLimited LiabilityPartnerships
Gewerkschaftendeed-of -settlement companies etc
Limited Liabilityby Registrationa
Prussia long-standing long-standing 1870France long-standing 1863b67US Louisiana 1808
NY 1822non-existent or discouraged Connecticut 1837c
major states by 1850sd
uniform act 1916 California 1931e
UK Ireland 1782 long-standingf 1855g
Britain 1907h discouraged from 1844i 1858 (banks)1862 (insurance)
aOf some generality eg excluding New York in 1811 which applied only to selected manufacturing industriesof small scale (up to $100000 capital) or the pre-1844 UK laws confined to shipping and letters patent (unlimitedby size)b Until 1867 only for SAs with up to F20m ($4m) capitalc Connecticut accounted for 2 of the US populationd Some states retained size and industry exceptions for example in Pennsylvania wholesalers could not registerunder the 1872 general law until 1895 nor could retailers until 1901 (Evans Business Incorporations 33)e Under the 1859 California law liability was proportional until limited liability was introduced in 1931f And formally recognised by simple registration for banks from 1826 and other companies from 1844 though afurther special act or letters patent were required for limited liability (as opposed to proportional liability orsubstantially limited liability by contractual exclusion of claims)g in England Wales and Ireland 1856 in Scotlandh possible in corporate form or by contract from 186567iunless registered under the 1826 or 1844 legislation or with fewer than 25 members
Business History 871
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ary
2015
1790ndash1860 though a little earlier or later for some European data ndash the numbers of
new incorporations proper were greater in the US than in any of the three European powers
they examine
They most seriously underestimate Prussian corporations proper reporting the number
of new charters for Prussian Aktiengesellschaften (AGs) as 285 in 1770ndash1867 only a few
per year Unfortunately this clearly omits the overwhelming majority of Prussian
corporation-like entities including many with limited liability for half a dozen reasons
They acknowledge only one of these the exclusion of all railways and turnpikes
suggesting that railways might increase their Prussian corporate capital figure by 103m
thalers nearly half as much again as their figure for non-railway corporations41 This is too
low The Prussian government statistician Dr Ernst Engel recorded 27 railways chartered
in 1826ndash50 alone with 1426m thalers capital42 (and by 1870 they had merged into 19 and
raised their capital by 4022m thalers) and a further 20 with 5741m thalers capital
chartered in 1851ndash70 By 1870 there were 39 with 7168m thalers capital 70 of all AG
capital authorised in Prussia to that point43 Turnpikes were smaller but more numerous
41 were formed in 1843ndash50 alone44
For AGs alone Bosselman detecting a misprint in Engelrsquos figures and other
understatements suggests there were at least 418 formations with 1036m thalers capital by
187045 That is without counting the AGs operating in Prussia but not chartered there for
from 1834 German AGs chartered outside Prussia ndash some Zollvereinmembers being more
liberal incorporators ndash in principle could (and sometimes did) operate in Prussia46 Also
Berlinrsquos gas supply started in 1826 was the work of Imperial Continental Gas a London
company operating throughout Europe Inter-state corporate mobility existed in Europe
before it was more decisively legally underpinned in the US by Paul vs Virginia in 186847
SyllandashWright also exclude all Prussian Gewerkschaften Engel noted in 1875 that 776
Gewerkschaften formed under the old law survived and a further 336 under the new 1865
law so it is possible that Gewerkschaften outnumbered AGs before 187048 Engel also
considered many other organisational forms which resembled corporations in possessing
separate legal personality but we can perhaps ignore multi-owner entities like
cooperatives and savings banks (which were usually organised on a mutual communal
or not-for-profit basis though similar enterprises in the US often took the corporate
form)49 Targeting only capitalist businesses with limited liability there is a stronger case
for including Kommanditgesellschaften (KGs) though there is little statistical information
on these in the relevant period but as late as 1895 KGs remained more numerous than
Gewerkschaften50 They were available initially under customary law and later (the dates
varying regionally) in standardised forms with shares (auf Aktien KGaAs) or without
(simple KGs) Many were small but others were not for example two Berlin banks
formed as KGaAs in 1856 the Disconto-Gesellschaft and the Berliner Handelsge-
sellschaft had paid-up share capitals of 10m thalers ($75m)51 and 374m thalers
($28m) respectively which placed them among the larger American and British banks at
that time52 Even larger were two quasi-state enterprises the Preussische Bank and the
Seehandlung trading company and bank also omitted by SyllandashWright53 being
privileged corporations chartered outside the AG rules The Preussische Bank alone in
1860 had 162m thalers (over $12m) share capital at par (7 of which was state-owned)
and 209m thalers ($157m) at market 1568 shareholders and 113 branches and
agencies54 Stock exchanges were well developed though the exchange in the free city of
Frankfurt (annexed to Prussia only in 1866) was still bigger than Berlinrsquos and funnelled
substantial German investments to the US rather than Prussia as well as attracting French
investment to Germany55 Nonetheless by 1870 Prussiarsquos own long-established stock
872 L Hannah
Dow
nloa
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by [
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145
15
Janu
ary
2015
exchange in Berlin listed 60 railway shares and 55 bank and industry shares fewer
railways than the NYSE ndash as Engelrsquos figures suggest Prussiarsquos smaller railway capital was
more concentrated ndash but similar numbers for non-railway shares56
We simply do not know how many multi-owner entities with some corporate
characteristics were formed in Prussia but it was an order of magnitude more by number
and perhaps 1200m thalers ($900m) by capital of multi-owner entities with corporate
characteristics formed up to 1870 this conjecture would certainly be nearer than Syllandash
Wrightrsquos $159m figure Moreover because of the extreme conservatism of Prussian
chartering and entry regulation in some industries57 a higher proportion possibly survived
at the end of the period than in the US58
The SyllandashWright statistics for France are more plausible because they do include
multi-owner entities (especially commandites) beyond corporations proper (societes
anonymes or SAs the French equivalent of AGs) Private turnpike corporations are not a
problem in France since national (and some departmental) roads were primarily operated
by the government Ponts et Chaussees The SyllandashWright statistics of 542 SAs and nearly
7000 commandites par actions omit those formed before 1808 (SAs) or 1826
(commandites par actions) and all commandites simples The latter substantially
outnumber the included entities 9375 were formed in 1840ndash60 alone59 In annual per
capita terms this implies a higher formation rate for commandites in France nearly double
the per capita rate for the 1098 limited partnerships in New York state in 1822ndash58 that
they report (and other US states probably used this form less than New York) It therefore
looks as if France came closest to America in the creation of limited liability entities60 it
was far behind both the US and the UK only in the creation of corporations proper (SAs)
However French SAs probably had a higher survival rate than American corporations
again a government lsquopicking winnersrsquo was more likely to discourage speculative
formations and protect incumbents from new entry61 Part of the reason for the limited
numbers of SAs and the popularity of commandites was the lower cost of the latter62
Many commandites and SAs were quoted on the Paris Bourse and though French
commentators alleged that the share markets in England and Germany were freer there
was a lively supplementary market on the coulisse63
Some of their UK statistics are also clearly undercounts They note that they omit
turnpikes which developed earlier in Britain and Ireland than in the US and only issued
bonds not equity English-style turnpikes were introduced to Ireland from 1727 and to the
US from 1792 so Irelandrsquos 1300 thorn mile network was almost complete before the first US
turnpike opened64 There were several thousand private acts for UK turnpikes and over
a thousand of the resulting (usually multi-owner) entities survived to the mid-nineteenth
century SyllandashWright also omit the small number of UK limited partnerships65 They are
under the impression that the Bubble Act inhibited parliament from authorising special
incorporations by statute before its repeal in 1825 though of course the UK parliament
(being its own supreme court) could ndash and in thousands of special acts did ndash cheerfully
neglect the earlier legislation when it wished66 They also quote numbers for companies
known on the London market in 1824 (156)67 and a little more broadly in 1843 (717) or
choosing to register their existence in 1844 before the new act took effect (947) though
these numbers were only a fraction of the companies in existence at these dates68
Nonetheless their final estimate of fewer than 10000 companies formed in the UK by 1860
is in the plausible range My own unpublished estimates suggest around 12000 (subject to
considerable possible margins of error in both directions) for the sum between 1790 and
1860 of all new statutory corporate enactments royal charters deeds-of-settlement and
similar lsquounauthorisedrsquo foundations plus companies registered under the (general)
Business History 873
Dow
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ded
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at 1
145
15
Janu
ary
2015
Companies Acts from 1844 and show the US possibly overtaking the UK in numbers of
new companies formed as early as the 1830s69
Table 2 summarises the discussion so far on the flow of new companies formed in
periods including the years 1808ndash60 plus a variety of earlier and later years Although
there remain many unknowns none of my mild qualifications challenges the basic Syllandash
Wright conclusion France seems to have run the US closest on the more expansive
definition of numbers of new businesses with limited liability formed The US was clearly
very well ahead if (as in column 1) all commandites Gewerkschaften deed-of-settlement
companies and their like are excluded These statistics measure only flows of new
formations not stocks of surviving companies
Counting the corporate capital stock ca 1860
The metric used by SyllandashWright for the amount of corporate capital ndash the flow of that
authorised ndash is more troubling For example in the UK pound893m ($4465m) was authorised
in new companies registered under the Companies Acts between 1862 and 186870 One
might admire this achievement it was after all as much in seven years as had been
authorised by special act over the previous seven decades in the US according to Syllandash
Wright Yet this is misleading because the UK registrar was notoriously lax one year later
he registered one company with pound100000000 authorised but only pound250 paid-up capital
Contemporary statisticians were well aware such published statistics were absurd71
Where ndash as in some countries and with variations over time too ndash the costs of charters
(or taxes) increased with the amount authorised capital figures were less likely to be
fictitiously high Also in UK statutory companies72 ndash subject to tougher regulation under
the 1845 Companies Clauses Consolidation Act with many of the larger ones also vetted
by the London Stock Exchange listing committee ndash the authorised and paid-up capitals
were closer together73 Registration procedures for corporations proper were also
Table 2 The Flow of Entities formed ca 1790ndash1860
CountryNumber of Corporations proper (corporationsAGs SAs etc) individually chartered
All corporate-like or limited liabilityentitiesa
Prussia at least 418 (1770ndash1870) not known but much largerthan col 1
France 542 (1808ndash67) above 16867 (1808ndash67)b
US 22419 (1790ndash1860) above 31098 (1790ndash1860)c
UK not known but in thehundreds before 1790 and thousands1790ndash1860
ca 12000 (1790ndash1860)d
a includes traditional forms like Gewerkschaften commandites deeds-of-settlement plus companies incorporatedunder general legislation all of these being excluded from the previous columnb includes the SAs in col 1 plus lsquonearly 7000rsquo commandites par actions (which we interpret as 6950) plus 9375commandites simples It excludes all commandites par actions formed before 1826 and all commandites simplesformed before 1840 or in 1861ndash67c Includes the special acts in col 1 plus SyllandashWrightrsquos central estimate for all additional incorporations undergeneral and quasi-general acts but only 1098 limited partnerships those registered in New York from 1822ndash58d Subject to wide margins of error because only the (small number of) Irish limited partnerships are firmly known(French lsquoOriginrsquo) While the numbers of special acts are known (Williams Historical) not all of these creatednew corporations (rather than modifying existing ones) many of the provisional registrations under the 1844 actexisted on paper only (Levi lsquoOn Joint Stockrsquo) and the estimates for deed-of-settlement deed-of-co-partnerycost-book and similar companies are likely to be understated because of the non-random nature of the sampling(see n 68 below)
874 L Hannah
Dow
nloa
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by [
Uni
vers
ity o
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at 1
145
15
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ary
2015
generally tighter in the civil law systems of the European continent than in the
Anglosphere though SyllandashWright themselves point out the wide gap in the French
commandite data between the amount authorised and paid-up The Fabian principles of
LSE lecturer HA Shannon who published a series of articles in the 1930s exposing the
high failure rate of early registered British companies made him a firm admirer of the
more restrictive German registration system74 Many of the multi-million dollar
capitalisations authorised in the US in the 1850s were competing schemes by promoters of
transcontinental railroads ndash dreams which never saw the light of day ndash so the share of
railway capital in SyllandashWright totals may be exaggerated US statesrsquo registration
procedures differed considerably in their rigour so inter-state differences may also not be
accurately reflected75 SyllandashWright are fully aware that their figures include many
companies that were stillborn or soon bankrupt (and their suggestion of a 60 survival rate
in the UK compared with 33ndash50 in the US is probably too generous to the UK)76 It
appears that in the nineteenth century about half of all companies chartered in the main
European countries survived to the end of the century while in the UK nearly two-thirds
failed and in the US the failure rate was even higher at about three-quarters77
Given these variations ndash over time and between countries states and categories ndash in
the degrees of fiction in the authorised capital data as well as in corporate survival rates it
makes sense to focus on the extant stock of paid-up capital78 For the US SyllandashWright
report a flow figure of $45 billion for the minimum authorised capital of all special
incorporations to 1860 and optimistically suggest that this is probably an underestimate of
capital actually paid in noting also that it excludes the capital in the (minority of)
corporations formed under general acts and of limited liability partnerships It is also a
gross flow figure making no allowance for disappearances Yet total US net new domestic
investment79 in the 1850s ndash including all investments in reproducible capital stock by
government in housing and farms and by individual proprietorships and partnerships
(which remained the business form of choice) ndash was only double the figure they give for
that decade What still impressed Charles Morrison a young British plutocrat with
extensive US investments during his visits from 1843 onwards was how much American
wealth was still tied up in real estate rather than secondary and tertiary activities in which
corporations were more common80 It is plausible but only barely that most domestic US
investment by the mid-nineteenth century took the corporate form81
Reliable data on the number and paid-up capital of all extant corporations are only
available from 188384 for the UK or Germany 1898 for France and 190910 for the US
but before that some sectors have good data Henry Varnum Poor measured US railway
capital systematically in this period and his annual data imply a figure for the common and
preferred stocks82 of the (several hundred) railways extant in 1860 of $7204m or 17 of
GDP83 Poor was well-informed and is likely to have missed only a few small private
railways yet his figure is less than a third of the SyllandashWright figure for the minimum
authorised capital of $22986m in 2603 railroad charters from 1825 (when railway
chartering began in the US) to 1860 It is clear that the SyllandashWright data include a high
rate of stillborn and defunct corporations speculative chartering of entities which had yet
to see an iron rail fictional capital that was never paid-up andor duplication in charters
for merged railways84 Since railways account for just over half of all their 1790ndash1860
capital authorised this casts some doubt on any suggestion that $45 bn is a minimum
estimate of capital actually paid in though they do point out that banks (which account for
just over 10 of their capital flows) did better with about half (rather than around a tenth
as in railways) of their bank corporations surviving to 1860 In fact banks did even better
than that in terms of capital the value of all US bank capital at the end of 1860 was
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reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
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ary
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in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
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ary
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
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ary
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in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
882 L Hannah
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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ary
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ity o
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15
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ary
2015
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ity o
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at 1
145
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
Business History 887
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ity o
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145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
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Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
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ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
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ity o
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145
15
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
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Uni
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ity o
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ow]
at 1
145
15
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ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
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ary
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- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
1790ndash1860 though a little earlier or later for some European data ndash the numbers of
new incorporations proper were greater in the US than in any of the three European powers
they examine
They most seriously underestimate Prussian corporations proper reporting the number
of new charters for Prussian Aktiengesellschaften (AGs) as 285 in 1770ndash1867 only a few
per year Unfortunately this clearly omits the overwhelming majority of Prussian
corporation-like entities including many with limited liability for half a dozen reasons
They acknowledge only one of these the exclusion of all railways and turnpikes
suggesting that railways might increase their Prussian corporate capital figure by 103m
thalers nearly half as much again as their figure for non-railway corporations41 This is too
low The Prussian government statistician Dr Ernst Engel recorded 27 railways chartered
in 1826ndash50 alone with 1426m thalers capital42 (and by 1870 they had merged into 19 and
raised their capital by 4022m thalers) and a further 20 with 5741m thalers capital
chartered in 1851ndash70 By 1870 there were 39 with 7168m thalers capital 70 of all AG
capital authorised in Prussia to that point43 Turnpikes were smaller but more numerous
41 were formed in 1843ndash50 alone44
For AGs alone Bosselman detecting a misprint in Engelrsquos figures and other
understatements suggests there were at least 418 formations with 1036m thalers capital by
187045 That is without counting the AGs operating in Prussia but not chartered there for
from 1834 German AGs chartered outside Prussia ndash some Zollvereinmembers being more
liberal incorporators ndash in principle could (and sometimes did) operate in Prussia46 Also
Berlinrsquos gas supply started in 1826 was the work of Imperial Continental Gas a London
company operating throughout Europe Inter-state corporate mobility existed in Europe
before it was more decisively legally underpinned in the US by Paul vs Virginia in 186847
SyllandashWright also exclude all Prussian Gewerkschaften Engel noted in 1875 that 776
Gewerkschaften formed under the old law survived and a further 336 under the new 1865
law so it is possible that Gewerkschaften outnumbered AGs before 187048 Engel also
considered many other organisational forms which resembled corporations in possessing
separate legal personality but we can perhaps ignore multi-owner entities like
cooperatives and savings banks (which were usually organised on a mutual communal
or not-for-profit basis though similar enterprises in the US often took the corporate
form)49 Targeting only capitalist businesses with limited liability there is a stronger case
for including Kommanditgesellschaften (KGs) though there is little statistical information
on these in the relevant period but as late as 1895 KGs remained more numerous than
Gewerkschaften50 They were available initially under customary law and later (the dates
varying regionally) in standardised forms with shares (auf Aktien KGaAs) or without
(simple KGs) Many were small but others were not for example two Berlin banks
formed as KGaAs in 1856 the Disconto-Gesellschaft and the Berliner Handelsge-
sellschaft had paid-up share capitals of 10m thalers ($75m)51 and 374m thalers
($28m) respectively which placed them among the larger American and British banks at
that time52 Even larger were two quasi-state enterprises the Preussische Bank and the
Seehandlung trading company and bank also omitted by SyllandashWright53 being
privileged corporations chartered outside the AG rules The Preussische Bank alone in
1860 had 162m thalers (over $12m) share capital at par (7 of which was state-owned)
and 209m thalers ($157m) at market 1568 shareholders and 113 branches and
agencies54 Stock exchanges were well developed though the exchange in the free city of
Frankfurt (annexed to Prussia only in 1866) was still bigger than Berlinrsquos and funnelled
substantial German investments to the US rather than Prussia as well as attracting French
investment to Germany55 Nonetheless by 1870 Prussiarsquos own long-established stock
872 L Hannah
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ary
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exchange in Berlin listed 60 railway shares and 55 bank and industry shares fewer
railways than the NYSE ndash as Engelrsquos figures suggest Prussiarsquos smaller railway capital was
more concentrated ndash but similar numbers for non-railway shares56
We simply do not know how many multi-owner entities with some corporate
characteristics were formed in Prussia but it was an order of magnitude more by number
and perhaps 1200m thalers ($900m) by capital of multi-owner entities with corporate
characteristics formed up to 1870 this conjecture would certainly be nearer than Syllandash
Wrightrsquos $159m figure Moreover because of the extreme conservatism of Prussian
chartering and entry regulation in some industries57 a higher proportion possibly survived
at the end of the period than in the US58
The SyllandashWright statistics for France are more plausible because they do include
multi-owner entities (especially commandites) beyond corporations proper (societes
anonymes or SAs the French equivalent of AGs) Private turnpike corporations are not a
problem in France since national (and some departmental) roads were primarily operated
by the government Ponts et Chaussees The SyllandashWright statistics of 542 SAs and nearly
7000 commandites par actions omit those formed before 1808 (SAs) or 1826
(commandites par actions) and all commandites simples The latter substantially
outnumber the included entities 9375 were formed in 1840ndash60 alone59 In annual per
capita terms this implies a higher formation rate for commandites in France nearly double
the per capita rate for the 1098 limited partnerships in New York state in 1822ndash58 that
they report (and other US states probably used this form less than New York) It therefore
looks as if France came closest to America in the creation of limited liability entities60 it
was far behind both the US and the UK only in the creation of corporations proper (SAs)
However French SAs probably had a higher survival rate than American corporations
again a government lsquopicking winnersrsquo was more likely to discourage speculative
formations and protect incumbents from new entry61 Part of the reason for the limited
numbers of SAs and the popularity of commandites was the lower cost of the latter62
Many commandites and SAs were quoted on the Paris Bourse and though French
commentators alleged that the share markets in England and Germany were freer there
was a lively supplementary market on the coulisse63
Some of their UK statistics are also clearly undercounts They note that they omit
turnpikes which developed earlier in Britain and Ireland than in the US and only issued
bonds not equity English-style turnpikes were introduced to Ireland from 1727 and to the
US from 1792 so Irelandrsquos 1300 thorn mile network was almost complete before the first US
turnpike opened64 There were several thousand private acts for UK turnpikes and over
a thousand of the resulting (usually multi-owner) entities survived to the mid-nineteenth
century SyllandashWright also omit the small number of UK limited partnerships65 They are
under the impression that the Bubble Act inhibited parliament from authorising special
incorporations by statute before its repeal in 1825 though of course the UK parliament
(being its own supreme court) could ndash and in thousands of special acts did ndash cheerfully
neglect the earlier legislation when it wished66 They also quote numbers for companies
known on the London market in 1824 (156)67 and a little more broadly in 1843 (717) or
choosing to register their existence in 1844 before the new act took effect (947) though
these numbers were only a fraction of the companies in existence at these dates68
Nonetheless their final estimate of fewer than 10000 companies formed in the UK by 1860
is in the plausible range My own unpublished estimates suggest around 12000 (subject to
considerable possible margins of error in both directions) for the sum between 1790 and
1860 of all new statutory corporate enactments royal charters deeds-of-settlement and
similar lsquounauthorisedrsquo foundations plus companies registered under the (general)
Business History 873
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Companies Acts from 1844 and show the US possibly overtaking the UK in numbers of
new companies formed as early as the 1830s69
Table 2 summarises the discussion so far on the flow of new companies formed in
periods including the years 1808ndash60 plus a variety of earlier and later years Although
there remain many unknowns none of my mild qualifications challenges the basic Syllandash
Wright conclusion France seems to have run the US closest on the more expansive
definition of numbers of new businesses with limited liability formed The US was clearly
very well ahead if (as in column 1) all commandites Gewerkschaften deed-of-settlement
companies and their like are excluded These statistics measure only flows of new
formations not stocks of surviving companies
Counting the corporate capital stock ca 1860
The metric used by SyllandashWright for the amount of corporate capital ndash the flow of that
authorised ndash is more troubling For example in the UK pound893m ($4465m) was authorised
in new companies registered under the Companies Acts between 1862 and 186870 One
might admire this achievement it was after all as much in seven years as had been
authorised by special act over the previous seven decades in the US according to Syllandash
Wright Yet this is misleading because the UK registrar was notoriously lax one year later
he registered one company with pound100000000 authorised but only pound250 paid-up capital
Contemporary statisticians were well aware such published statistics were absurd71
Where ndash as in some countries and with variations over time too ndash the costs of charters
(or taxes) increased with the amount authorised capital figures were less likely to be
fictitiously high Also in UK statutory companies72 ndash subject to tougher regulation under
the 1845 Companies Clauses Consolidation Act with many of the larger ones also vetted
by the London Stock Exchange listing committee ndash the authorised and paid-up capitals
were closer together73 Registration procedures for corporations proper were also
Table 2 The Flow of Entities formed ca 1790ndash1860
CountryNumber of Corporations proper (corporationsAGs SAs etc) individually chartered
All corporate-like or limited liabilityentitiesa
Prussia at least 418 (1770ndash1870) not known but much largerthan col 1
France 542 (1808ndash67) above 16867 (1808ndash67)b
US 22419 (1790ndash1860) above 31098 (1790ndash1860)c
UK not known but in thehundreds before 1790 and thousands1790ndash1860
ca 12000 (1790ndash1860)d
a includes traditional forms like Gewerkschaften commandites deeds-of-settlement plus companies incorporatedunder general legislation all of these being excluded from the previous columnb includes the SAs in col 1 plus lsquonearly 7000rsquo commandites par actions (which we interpret as 6950) plus 9375commandites simples It excludes all commandites par actions formed before 1826 and all commandites simplesformed before 1840 or in 1861ndash67c Includes the special acts in col 1 plus SyllandashWrightrsquos central estimate for all additional incorporations undergeneral and quasi-general acts but only 1098 limited partnerships those registered in New York from 1822ndash58d Subject to wide margins of error because only the (small number of) Irish limited partnerships are firmly known(French lsquoOriginrsquo) While the numbers of special acts are known (Williams Historical) not all of these creatednew corporations (rather than modifying existing ones) many of the provisional registrations under the 1844 actexisted on paper only (Levi lsquoOn Joint Stockrsquo) and the estimates for deed-of-settlement deed-of-co-partnerycost-book and similar companies are likely to be understated because of the non-random nature of the sampling(see n 68 below)
874 L Hannah
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ary
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generally tighter in the civil law systems of the European continent than in the
Anglosphere though SyllandashWright themselves point out the wide gap in the French
commandite data between the amount authorised and paid-up The Fabian principles of
LSE lecturer HA Shannon who published a series of articles in the 1930s exposing the
high failure rate of early registered British companies made him a firm admirer of the
more restrictive German registration system74 Many of the multi-million dollar
capitalisations authorised in the US in the 1850s were competing schemes by promoters of
transcontinental railroads ndash dreams which never saw the light of day ndash so the share of
railway capital in SyllandashWright totals may be exaggerated US statesrsquo registration
procedures differed considerably in their rigour so inter-state differences may also not be
accurately reflected75 SyllandashWright are fully aware that their figures include many
companies that were stillborn or soon bankrupt (and their suggestion of a 60 survival rate
in the UK compared with 33ndash50 in the US is probably too generous to the UK)76 It
appears that in the nineteenth century about half of all companies chartered in the main
European countries survived to the end of the century while in the UK nearly two-thirds
failed and in the US the failure rate was even higher at about three-quarters77
Given these variations ndash over time and between countries states and categories ndash in
the degrees of fiction in the authorised capital data as well as in corporate survival rates it
makes sense to focus on the extant stock of paid-up capital78 For the US SyllandashWright
report a flow figure of $45 billion for the minimum authorised capital of all special
incorporations to 1860 and optimistically suggest that this is probably an underestimate of
capital actually paid in noting also that it excludes the capital in the (minority of)
corporations formed under general acts and of limited liability partnerships It is also a
gross flow figure making no allowance for disappearances Yet total US net new domestic
investment79 in the 1850s ndash including all investments in reproducible capital stock by
government in housing and farms and by individual proprietorships and partnerships
(which remained the business form of choice) ndash was only double the figure they give for
that decade What still impressed Charles Morrison a young British plutocrat with
extensive US investments during his visits from 1843 onwards was how much American
wealth was still tied up in real estate rather than secondary and tertiary activities in which
corporations were more common80 It is plausible but only barely that most domestic US
investment by the mid-nineteenth century took the corporate form81
Reliable data on the number and paid-up capital of all extant corporations are only
available from 188384 for the UK or Germany 1898 for France and 190910 for the US
but before that some sectors have good data Henry Varnum Poor measured US railway
capital systematically in this period and his annual data imply a figure for the common and
preferred stocks82 of the (several hundred) railways extant in 1860 of $7204m or 17 of
GDP83 Poor was well-informed and is likely to have missed only a few small private
railways yet his figure is less than a third of the SyllandashWright figure for the minimum
authorised capital of $22986m in 2603 railroad charters from 1825 (when railway
chartering began in the US) to 1860 It is clear that the SyllandashWright data include a high
rate of stillborn and defunct corporations speculative chartering of entities which had yet
to see an iron rail fictional capital that was never paid-up andor duplication in charters
for merged railways84 Since railways account for just over half of all their 1790ndash1860
capital authorised this casts some doubt on any suggestion that $45 bn is a minimum
estimate of capital actually paid in though they do point out that banks (which account for
just over 10 of their capital flows) did better with about half (rather than around a tenth
as in railways) of their bank corporations surviving to 1860 In fact banks did even better
than that in terms of capital the value of all US bank capital at the end of 1860 was
Business History 875
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reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
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ity o
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ary
2015
in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
Business History 877
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ary
2015
and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
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ary
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
Business History 879
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ary
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
880 L Hannah
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ary
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in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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ary
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
882 L Hannah
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ary
2015
The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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ary
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ary
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intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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vers
ity o
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at 1
145
15
Janu
ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ity o
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145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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ary
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
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ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
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facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
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134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
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ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
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ded
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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ded
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Uni
vers
ity o
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lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
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ded
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ity o
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15
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ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
exchange in Berlin listed 60 railway shares and 55 bank and industry shares fewer
railways than the NYSE ndash as Engelrsquos figures suggest Prussiarsquos smaller railway capital was
more concentrated ndash but similar numbers for non-railway shares56
We simply do not know how many multi-owner entities with some corporate
characteristics were formed in Prussia but it was an order of magnitude more by number
and perhaps 1200m thalers ($900m) by capital of multi-owner entities with corporate
characteristics formed up to 1870 this conjecture would certainly be nearer than Syllandash
Wrightrsquos $159m figure Moreover because of the extreme conservatism of Prussian
chartering and entry regulation in some industries57 a higher proportion possibly survived
at the end of the period than in the US58
The SyllandashWright statistics for France are more plausible because they do include
multi-owner entities (especially commandites) beyond corporations proper (societes
anonymes or SAs the French equivalent of AGs) Private turnpike corporations are not a
problem in France since national (and some departmental) roads were primarily operated
by the government Ponts et Chaussees The SyllandashWright statistics of 542 SAs and nearly
7000 commandites par actions omit those formed before 1808 (SAs) or 1826
(commandites par actions) and all commandites simples The latter substantially
outnumber the included entities 9375 were formed in 1840ndash60 alone59 In annual per
capita terms this implies a higher formation rate for commandites in France nearly double
the per capita rate for the 1098 limited partnerships in New York state in 1822ndash58 that
they report (and other US states probably used this form less than New York) It therefore
looks as if France came closest to America in the creation of limited liability entities60 it
was far behind both the US and the UK only in the creation of corporations proper (SAs)
However French SAs probably had a higher survival rate than American corporations
again a government lsquopicking winnersrsquo was more likely to discourage speculative
formations and protect incumbents from new entry61 Part of the reason for the limited
numbers of SAs and the popularity of commandites was the lower cost of the latter62
Many commandites and SAs were quoted on the Paris Bourse and though French
commentators alleged that the share markets in England and Germany were freer there
was a lively supplementary market on the coulisse63
Some of their UK statistics are also clearly undercounts They note that they omit
turnpikes which developed earlier in Britain and Ireland than in the US and only issued
bonds not equity English-style turnpikes were introduced to Ireland from 1727 and to the
US from 1792 so Irelandrsquos 1300 thorn mile network was almost complete before the first US
turnpike opened64 There were several thousand private acts for UK turnpikes and over
a thousand of the resulting (usually multi-owner) entities survived to the mid-nineteenth
century SyllandashWright also omit the small number of UK limited partnerships65 They are
under the impression that the Bubble Act inhibited parliament from authorising special
incorporations by statute before its repeal in 1825 though of course the UK parliament
(being its own supreme court) could ndash and in thousands of special acts did ndash cheerfully
neglect the earlier legislation when it wished66 They also quote numbers for companies
known on the London market in 1824 (156)67 and a little more broadly in 1843 (717) or
choosing to register their existence in 1844 before the new act took effect (947) though
these numbers were only a fraction of the companies in existence at these dates68
Nonetheless their final estimate of fewer than 10000 companies formed in the UK by 1860
is in the plausible range My own unpublished estimates suggest around 12000 (subject to
considerable possible margins of error in both directions) for the sum between 1790 and
1860 of all new statutory corporate enactments royal charters deeds-of-settlement and
similar lsquounauthorisedrsquo foundations plus companies registered under the (general)
Business History 873
Dow
nloa
ded
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ity o
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145
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ary
2015
Companies Acts from 1844 and show the US possibly overtaking the UK in numbers of
new companies formed as early as the 1830s69
Table 2 summarises the discussion so far on the flow of new companies formed in
periods including the years 1808ndash60 plus a variety of earlier and later years Although
there remain many unknowns none of my mild qualifications challenges the basic Syllandash
Wright conclusion France seems to have run the US closest on the more expansive
definition of numbers of new businesses with limited liability formed The US was clearly
very well ahead if (as in column 1) all commandites Gewerkschaften deed-of-settlement
companies and their like are excluded These statistics measure only flows of new
formations not stocks of surviving companies
Counting the corporate capital stock ca 1860
The metric used by SyllandashWright for the amount of corporate capital ndash the flow of that
authorised ndash is more troubling For example in the UK pound893m ($4465m) was authorised
in new companies registered under the Companies Acts between 1862 and 186870 One
might admire this achievement it was after all as much in seven years as had been
authorised by special act over the previous seven decades in the US according to Syllandash
Wright Yet this is misleading because the UK registrar was notoriously lax one year later
he registered one company with pound100000000 authorised but only pound250 paid-up capital
Contemporary statisticians were well aware such published statistics were absurd71
Where ndash as in some countries and with variations over time too ndash the costs of charters
(or taxes) increased with the amount authorised capital figures were less likely to be
fictitiously high Also in UK statutory companies72 ndash subject to tougher regulation under
the 1845 Companies Clauses Consolidation Act with many of the larger ones also vetted
by the London Stock Exchange listing committee ndash the authorised and paid-up capitals
were closer together73 Registration procedures for corporations proper were also
Table 2 The Flow of Entities formed ca 1790ndash1860
CountryNumber of Corporations proper (corporationsAGs SAs etc) individually chartered
All corporate-like or limited liabilityentitiesa
Prussia at least 418 (1770ndash1870) not known but much largerthan col 1
France 542 (1808ndash67) above 16867 (1808ndash67)b
US 22419 (1790ndash1860) above 31098 (1790ndash1860)c
UK not known but in thehundreds before 1790 and thousands1790ndash1860
ca 12000 (1790ndash1860)d
a includes traditional forms like Gewerkschaften commandites deeds-of-settlement plus companies incorporatedunder general legislation all of these being excluded from the previous columnb includes the SAs in col 1 plus lsquonearly 7000rsquo commandites par actions (which we interpret as 6950) plus 9375commandites simples It excludes all commandites par actions formed before 1826 and all commandites simplesformed before 1840 or in 1861ndash67c Includes the special acts in col 1 plus SyllandashWrightrsquos central estimate for all additional incorporations undergeneral and quasi-general acts but only 1098 limited partnerships those registered in New York from 1822ndash58d Subject to wide margins of error because only the (small number of) Irish limited partnerships are firmly known(French lsquoOriginrsquo) While the numbers of special acts are known (Williams Historical) not all of these creatednew corporations (rather than modifying existing ones) many of the provisional registrations under the 1844 actexisted on paper only (Levi lsquoOn Joint Stockrsquo) and the estimates for deed-of-settlement deed-of-co-partnerycost-book and similar companies are likely to be understated because of the non-random nature of the sampling(see n 68 below)
874 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
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lasg
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at 1
145
15
Janu
ary
2015
generally tighter in the civil law systems of the European continent than in the
Anglosphere though SyllandashWright themselves point out the wide gap in the French
commandite data between the amount authorised and paid-up The Fabian principles of
LSE lecturer HA Shannon who published a series of articles in the 1930s exposing the
high failure rate of early registered British companies made him a firm admirer of the
more restrictive German registration system74 Many of the multi-million dollar
capitalisations authorised in the US in the 1850s were competing schemes by promoters of
transcontinental railroads ndash dreams which never saw the light of day ndash so the share of
railway capital in SyllandashWright totals may be exaggerated US statesrsquo registration
procedures differed considerably in their rigour so inter-state differences may also not be
accurately reflected75 SyllandashWright are fully aware that their figures include many
companies that were stillborn or soon bankrupt (and their suggestion of a 60 survival rate
in the UK compared with 33ndash50 in the US is probably too generous to the UK)76 It
appears that in the nineteenth century about half of all companies chartered in the main
European countries survived to the end of the century while in the UK nearly two-thirds
failed and in the US the failure rate was even higher at about three-quarters77
Given these variations ndash over time and between countries states and categories ndash in
the degrees of fiction in the authorised capital data as well as in corporate survival rates it
makes sense to focus on the extant stock of paid-up capital78 For the US SyllandashWright
report a flow figure of $45 billion for the minimum authorised capital of all special
incorporations to 1860 and optimistically suggest that this is probably an underestimate of
capital actually paid in noting also that it excludes the capital in the (minority of)
corporations formed under general acts and of limited liability partnerships It is also a
gross flow figure making no allowance for disappearances Yet total US net new domestic
investment79 in the 1850s ndash including all investments in reproducible capital stock by
government in housing and farms and by individual proprietorships and partnerships
(which remained the business form of choice) ndash was only double the figure they give for
that decade What still impressed Charles Morrison a young British plutocrat with
extensive US investments during his visits from 1843 onwards was how much American
wealth was still tied up in real estate rather than secondary and tertiary activities in which
corporations were more common80 It is plausible but only barely that most domestic US
investment by the mid-nineteenth century took the corporate form81
Reliable data on the number and paid-up capital of all extant corporations are only
available from 188384 for the UK or Germany 1898 for France and 190910 for the US
but before that some sectors have good data Henry Varnum Poor measured US railway
capital systematically in this period and his annual data imply a figure for the common and
preferred stocks82 of the (several hundred) railways extant in 1860 of $7204m or 17 of
GDP83 Poor was well-informed and is likely to have missed only a few small private
railways yet his figure is less than a third of the SyllandashWright figure for the minimum
authorised capital of $22986m in 2603 railroad charters from 1825 (when railway
chartering began in the US) to 1860 It is clear that the SyllandashWright data include a high
rate of stillborn and defunct corporations speculative chartering of entities which had yet
to see an iron rail fictional capital that was never paid-up andor duplication in charters
for merged railways84 Since railways account for just over half of all their 1790ndash1860
capital authorised this casts some doubt on any suggestion that $45 bn is a minimum
estimate of capital actually paid in though they do point out that banks (which account for
just over 10 of their capital flows) did better with about half (rather than around a tenth
as in railways) of their bank corporations surviving to 1860 In fact banks did even better
than that in terms of capital the value of all US bank capital at the end of 1860 was
Business History 875
Dow
nloa
ded
by [
Uni
vers
ity o
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reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
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ary
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in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
878 L Hannah
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ary
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
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ary
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in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
882 L Hannah
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ded
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ity o
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15
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ary
2015
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ity o
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at 1
145
15
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
Business History 887
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ary
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ity o
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145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
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15
Janu
ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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145
15
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ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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nloa
ded
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Uni
vers
ity o
f G
lasg
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at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
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lasg
ow]
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145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
Companies Acts from 1844 and show the US possibly overtaking the UK in numbers of
new companies formed as early as the 1830s69
Table 2 summarises the discussion so far on the flow of new companies formed in
periods including the years 1808ndash60 plus a variety of earlier and later years Although
there remain many unknowns none of my mild qualifications challenges the basic Syllandash
Wright conclusion France seems to have run the US closest on the more expansive
definition of numbers of new businesses with limited liability formed The US was clearly
very well ahead if (as in column 1) all commandites Gewerkschaften deed-of-settlement
companies and their like are excluded These statistics measure only flows of new
formations not stocks of surviving companies
Counting the corporate capital stock ca 1860
The metric used by SyllandashWright for the amount of corporate capital ndash the flow of that
authorised ndash is more troubling For example in the UK pound893m ($4465m) was authorised
in new companies registered under the Companies Acts between 1862 and 186870 One
might admire this achievement it was after all as much in seven years as had been
authorised by special act over the previous seven decades in the US according to Syllandash
Wright Yet this is misleading because the UK registrar was notoriously lax one year later
he registered one company with pound100000000 authorised but only pound250 paid-up capital
Contemporary statisticians were well aware such published statistics were absurd71
Where ndash as in some countries and with variations over time too ndash the costs of charters
(or taxes) increased with the amount authorised capital figures were less likely to be
fictitiously high Also in UK statutory companies72 ndash subject to tougher regulation under
the 1845 Companies Clauses Consolidation Act with many of the larger ones also vetted
by the London Stock Exchange listing committee ndash the authorised and paid-up capitals
were closer together73 Registration procedures for corporations proper were also
Table 2 The Flow of Entities formed ca 1790ndash1860
CountryNumber of Corporations proper (corporationsAGs SAs etc) individually chartered
All corporate-like or limited liabilityentitiesa
Prussia at least 418 (1770ndash1870) not known but much largerthan col 1
France 542 (1808ndash67) above 16867 (1808ndash67)b
US 22419 (1790ndash1860) above 31098 (1790ndash1860)c
UK not known but in thehundreds before 1790 and thousands1790ndash1860
ca 12000 (1790ndash1860)d
a includes traditional forms like Gewerkschaften commandites deeds-of-settlement plus companies incorporatedunder general legislation all of these being excluded from the previous columnb includes the SAs in col 1 plus lsquonearly 7000rsquo commandites par actions (which we interpret as 6950) plus 9375commandites simples It excludes all commandites par actions formed before 1826 and all commandites simplesformed before 1840 or in 1861ndash67c Includes the special acts in col 1 plus SyllandashWrightrsquos central estimate for all additional incorporations undergeneral and quasi-general acts but only 1098 limited partnerships those registered in New York from 1822ndash58d Subject to wide margins of error because only the (small number of) Irish limited partnerships are firmly known(French lsquoOriginrsquo) While the numbers of special acts are known (Williams Historical) not all of these creatednew corporations (rather than modifying existing ones) many of the provisional registrations under the 1844 actexisted on paper only (Levi lsquoOn Joint Stockrsquo) and the estimates for deed-of-settlement deed-of-co-partnerycost-book and similar companies are likely to be understated because of the non-random nature of the sampling(see n 68 below)
874 L Hannah
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generally tighter in the civil law systems of the European continent than in the
Anglosphere though SyllandashWright themselves point out the wide gap in the French
commandite data between the amount authorised and paid-up The Fabian principles of
LSE lecturer HA Shannon who published a series of articles in the 1930s exposing the
high failure rate of early registered British companies made him a firm admirer of the
more restrictive German registration system74 Many of the multi-million dollar
capitalisations authorised in the US in the 1850s were competing schemes by promoters of
transcontinental railroads ndash dreams which never saw the light of day ndash so the share of
railway capital in SyllandashWright totals may be exaggerated US statesrsquo registration
procedures differed considerably in their rigour so inter-state differences may also not be
accurately reflected75 SyllandashWright are fully aware that their figures include many
companies that were stillborn or soon bankrupt (and their suggestion of a 60 survival rate
in the UK compared with 33ndash50 in the US is probably too generous to the UK)76 It
appears that in the nineteenth century about half of all companies chartered in the main
European countries survived to the end of the century while in the UK nearly two-thirds
failed and in the US the failure rate was even higher at about three-quarters77
Given these variations ndash over time and between countries states and categories ndash in
the degrees of fiction in the authorised capital data as well as in corporate survival rates it
makes sense to focus on the extant stock of paid-up capital78 For the US SyllandashWright
report a flow figure of $45 billion for the minimum authorised capital of all special
incorporations to 1860 and optimistically suggest that this is probably an underestimate of
capital actually paid in noting also that it excludes the capital in the (minority of)
corporations formed under general acts and of limited liability partnerships It is also a
gross flow figure making no allowance for disappearances Yet total US net new domestic
investment79 in the 1850s ndash including all investments in reproducible capital stock by
government in housing and farms and by individual proprietorships and partnerships
(which remained the business form of choice) ndash was only double the figure they give for
that decade What still impressed Charles Morrison a young British plutocrat with
extensive US investments during his visits from 1843 onwards was how much American
wealth was still tied up in real estate rather than secondary and tertiary activities in which
corporations were more common80 It is plausible but only barely that most domestic US
investment by the mid-nineteenth century took the corporate form81
Reliable data on the number and paid-up capital of all extant corporations are only
available from 188384 for the UK or Germany 1898 for France and 190910 for the US
but before that some sectors have good data Henry Varnum Poor measured US railway
capital systematically in this period and his annual data imply a figure for the common and
preferred stocks82 of the (several hundred) railways extant in 1860 of $7204m or 17 of
GDP83 Poor was well-informed and is likely to have missed only a few small private
railways yet his figure is less than a third of the SyllandashWright figure for the minimum
authorised capital of $22986m in 2603 railroad charters from 1825 (when railway
chartering began in the US) to 1860 It is clear that the SyllandashWright data include a high
rate of stillborn and defunct corporations speculative chartering of entities which had yet
to see an iron rail fictional capital that was never paid-up andor duplication in charters
for merged railways84 Since railways account for just over half of all their 1790ndash1860
capital authorised this casts some doubt on any suggestion that $45 bn is a minimum
estimate of capital actually paid in though they do point out that banks (which account for
just over 10 of their capital flows) did better with about half (rather than around a tenth
as in railways) of their bank corporations surviving to 1860 In fact banks did even better
than that in terms of capital the value of all US bank capital at the end of 1860 was
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reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
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ary
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in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
878 L Hannah
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ary
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
Business History 879
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ary
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
880 L Hannah
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ary
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in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
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15
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ary
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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ary
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ity o
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15
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ary
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intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ity o
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ary
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opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
Business History 887
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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15
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ary
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
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ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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ary
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Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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ity o
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145
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ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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Uni
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ity o
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ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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ity o
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ow]
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145
15
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ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
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ary
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- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
generally tighter in the civil law systems of the European continent than in the
Anglosphere though SyllandashWright themselves point out the wide gap in the French
commandite data between the amount authorised and paid-up The Fabian principles of
LSE lecturer HA Shannon who published a series of articles in the 1930s exposing the
high failure rate of early registered British companies made him a firm admirer of the
more restrictive German registration system74 Many of the multi-million dollar
capitalisations authorised in the US in the 1850s were competing schemes by promoters of
transcontinental railroads ndash dreams which never saw the light of day ndash so the share of
railway capital in SyllandashWright totals may be exaggerated US statesrsquo registration
procedures differed considerably in their rigour so inter-state differences may also not be
accurately reflected75 SyllandashWright are fully aware that their figures include many
companies that were stillborn or soon bankrupt (and their suggestion of a 60 survival rate
in the UK compared with 33ndash50 in the US is probably too generous to the UK)76 It
appears that in the nineteenth century about half of all companies chartered in the main
European countries survived to the end of the century while in the UK nearly two-thirds
failed and in the US the failure rate was even higher at about three-quarters77
Given these variations ndash over time and between countries states and categories ndash in
the degrees of fiction in the authorised capital data as well as in corporate survival rates it
makes sense to focus on the extant stock of paid-up capital78 For the US SyllandashWright
report a flow figure of $45 billion for the minimum authorised capital of all special
incorporations to 1860 and optimistically suggest that this is probably an underestimate of
capital actually paid in noting also that it excludes the capital in the (minority of)
corporations formed under general acts and of limited liability partnerships It is also a
gross flow figure making no allowance for disappearances Yet total US net new domestic
investment79 in the 1850s ndash including all investments in reproducible capital stock by
government in housing and farms and by individual proprietorships and partnerships
(which remained the business form of choice) ndash was only double the figure they give for
that decade What still impressed Charles Morrison a young British plutocrat with
extensive US investments during his visits from 1843 onwards was how much American
wealth was still tied up in real estate rather than secondary and tertiary activities in which
corporations were more common80 It is plausible but only barely that most domestic US
investment by the mid-nineteenth century took the corporate form81
Reliable data on the number and paid-up capital of all extant corporations are only
available from 188384 for the UK or Germany 1898 for France and 190910 for the US
but before that some sectors have good data Henry Varnum Poor measured US railway
capital systematically in this period and his annual data imply a figure for the common and
preferred stocks82 of the (several hundred) railways extant in 1860 of $7204m or 17 of
GDP83 Poor was well-informed and is likely to have missed only a few small private
railways yet his figure is less than a third of the SyllandashWright figure for the minimum
authorised capital of $22986m in 2603 railroad charters from 1825 (when railway
chartering began in the US) to 1860 It is clear that the SyllandashWright data include a high
rate of stillborn and defunct corporations speculative chartering of entities which had yet
to see an iron rail fictional capital that was never paid-up andor duplication in charters
for merged railways84 Since railways account for just over half of all their 1790ndash1860
capital authorised this casts some doubt on any suggestion that $45 bn is a minimum
estimate of capital actually paid in though they do point out that banks (which account for
just over 10 of their capital flows) did better with about half (rather than around a tenth
as in railways) of their bank corporations surviving to 1860 In fact banks did even better
than that in terms of capital the value of all US bank capital at the end of 1860 was
Business History 875
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ary
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reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
Dow
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at 1
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ary
2015
in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
Business History 877
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ary
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
878 L Hannah
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
Business History 879
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ity o
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15
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ary
2015
clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
880 L Hannah
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ary
2015
in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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ary
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
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ary
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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ary
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ity o
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ary
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intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ary
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opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
Business History 887
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ity o
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145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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ary
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
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at 1
145
15
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ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
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ity o
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at 1
145
15
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ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
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by [
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15
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ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
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ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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ary
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Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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ded
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
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ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
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ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
reported by the US Treasury as $396426m perhaps more than $400m rounding up for
the omission of 11 Louisiana banks or even more85 SyllandashWrightrsquos figure for bank
capital authorised between 1790 and 1860 was $4717m (and allowing for the few pre-
1790 banks the several hundred under general legislation86 and the federal charters for the
two Banks of the United States might bring that to over $600m) so perhaps more than
two-thirds of authorised bank capital survived at least until the national bank legislation of
the 1860s drove many state banks to reconstruct or close Larger banks it seems had a
better chance of surviving than small but even in banking the amount of extant capital was
below that authorised either it was lost or never paid in
Estimating the size of the surviving capital for the 17386 non-rail non-bank
corporations authorised with $1810m capital in 1790ndash1860 or for general charters poses
problems Given that these corporations were smaller than banks and railways one might
expect higher attrition rates If we more generously assume the same weighted average
attrition rate as for the two sectors for which the rate is known the surviving capital for the
remaining corporations would have been $712m plus an allowance for the surviving
capital of general charters so say $750m87 The Treasury produced an estimate of the
paid-up capital in 106 large extant non-bank non-rail corporations (insurers industrials
gas canal companies etc) in 1853 of just over $65m88 and if that figure bore the same
relation to 1860 totals for the railways and banks they reported it would have amounted to
$150m by 1860 This would leave $600m of the $750m estimate for the many thousands
of less conspicuous corporations and as we know that firm size distributions are highly
skewed this is not implausible Figures for New York State for corporate earnings in 1867
suggest that 80 ($600m$750m) might be enough to capture the ones I have not
measured directly89 So my best guess about the surviving US corporate capital in 1860 in
all sectors would be around $1871m or 43 of the GDP of $4325m Anna Schwartz
estimated on the basis of later civil war tax data and other sparse information that in 1859
US corporate dividends totalled $922m which would imply a dividend yield on our
(1860) capital stock at par of just below 590 The risk-free interest rate (on US
government bonds) in 1859 was 47 91 so the implied dividend rate is implausible
unless stocks were issued and quoted well below par92 or unless say two-thirds of profits
were distributed and one-third re-invested producing reasonable expectations of capital
gains Alternatively my capital figure is too high or Schwartzrsquos dividend figure too low
Further research on corporations might produce capital figures of say a half lower or
higher than my central estimate for the affected firms but would hardly touch the three-
fifths of the central estimate based on more reliable information (for banks and railways)
My estimate for all US corporate capital in 1860 is cautiously expressed as probably in the
range 36ndash52 of GDP with 43 as the central guesstimate
For the UK the annual parliamentary railway returns report paid-up capital which
(for railways at least) was nearer to authorised capital than in the US93 They show
pound266241m ($1331m) extant rail share capital in 1860 which is 33 of GDP94 This is
85 more than US railways in absolute terms and double the US level expressed as a
proportion of GDP a finding compatible with Alex Fieldrsquos contention that ndash facing
cheaper costs of capital than the US ndash railways in the UK adopted more capital-intensive
methods like other British industries at that time95 It is hard to discern any corporate lag
here on the contrary the fashionable critique of Britainrsquos railways is that they should have
been smaller building fewer better-planned trunk routes rather than multiple competitive
lines96 It may seem surprising that the rail system of a couple of small islands (albeit with
a largely completed trunk network) had cost more than that of a continent which had
overtaken the UKrsquos railroad mileage in the 1840s but building Americarsquos railways (many
876 L Hannah
Dow
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vers
ity o
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ow]
at 1
145
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ary
2015
in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
Business History 877
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ary
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
878 L Hannah
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ary
2015
Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
Business History 879
Dow
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ity o
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at 1
145
15
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ary
2015
clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
880 L Hannah
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ity o
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at 1
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15
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ary
2015
in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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ary
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
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ary
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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ary
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ity o
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ary
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intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ary
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opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
Business History 887
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ity o
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145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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ary
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
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at 1
145
15
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ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
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ity o
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at 1
145
15
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ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
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by [
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15
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ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
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ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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ary
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Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
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ity o
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ow]
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ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
in the wilderness) was both slower and cheaper than in the UK which had developed
capital markets high land prices and carved some railways out of densely populated areas
requiring high-quality fast service (passenger trains dominated the traffic) It took
Americarsquos first railroad the Baltimore amp Ohio a quarter-century to complete its full
eponymous 379 miles westwards to the Ohio River a snailrsquos pace relative to the
development of Stephensonrsquos London amp North Western Railway (LNWR) which had
consolidated the lines linking Englandrsquos three major provincial cities to London by 1846
With fast links by company steamers to Irish cities and its trains running on associated
companiesrsquo tracks from the border through to major Scottish cities by 1860 the LNWR
alone had pound172m ($86m) paid-up share capital more than the NY Central Pennsylvania
Erie Philadelphia amp Reading and Baltimore amp Ohio combined97
We have less information on other UK sectors but one had less corporate capital than
its American equivalent for distinctive reasons Banking and bill-discounting in Britain
were still in 1860 extensively funded by wealthy partnerships like Barclays Bevan Tritton
Overend Gurney Rothschild and Baring rather than by corporations The capital in
American incorporated banks in 1860 (at least $400m) thus exceeded the Banking
Almanacrsquos listing of around pound48m ($240m) paid-up capital in the 132 UK joint stock
banks of 186098 However bank capital-intensiveness differs in kind from that of
railways used not so much to fund physical assets (though bank buildings suitably
projected solidity) but to cushion the lsquoweightlessrsquo risks of note issue discounting and
lending A system like the UKrsquos ndash with government-regulated note issue a nascent central
bank underpinning stability a tradition of shareholder liability large accumulated
reserves and the risk-sharing of multi-branch banking required less capital to provide any
given level of banking service than their American counterparts99 Thus the Economist
noted as an lsquoordinary commercial factrsquo which lsquoEnglish vanityrsquo refused to celebrate that
seven principal joint-stock banks in London (with pound147m subscribed capital of which
only pound36m was paid-up ie effectively shareholders had quadruple liability) alone had
pound47m of deposits while all New York banks had only pound21m deposits100 In 1860 there
were 306 New York banks with $112m (pound224m) capital reflecting the fact that American
banks then extensively used their own share capital to finance lending101 Similar bank
loans were substantially financed by retail deposits in the UK where institutions investing
their own capital in clients were more usually described as merchant banks (and later
investment trusts) and excluded from the commercial bank statistics102 We are thus not
exactly comparing like with like here ndash fewer larger and safer UK joint-stock banks
enjoyed more depositor trust thus providing more lending per unit of bank capital ndash but
the figure of pound48m for bank share capital is used here without making additional
allowance for real (but unpaid) reserve liabilities or other qualitative differences
For non-bank non-railway companies the paid-up capital of around pound65m ($325m) of
shares in about 200 non-railway and non-bank corporations listed on the LSE in 1860
would only be a fraction of the capital of the thousands of extant companies (most traded
on the provincial exchanges or invested in private companies)103 Most provincial capital
even in 1860 was still in statutory chartered and other companies not registered under the
Companies Acts of 1844ndash56 these newer ndash and generally smaller ndash registered companies
perhaps still accounted for less than pound40m ($200m) of corporate capital in 1860 some
quoted in London some in the provinces104 and some private105 We very conservatively
estimate that the thousands of non-railway non-bank shares not quoted on the LSE had
equivalent share capital (pound65m) to the few hundred quoted there This mere doubling
compares with the quintupling of similarly prominent values embodied in the central US
estimate and should be treated as a lower bound not a central estimate106 With railways
Business History 877
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ary
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and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
878 L Hannah
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ary
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
Business History 879
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ary
2015
clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
880 L Hannah
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at 1
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ary
2015
in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
Business History 881
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ity o
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
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ary
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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ary
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ity o
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15
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ary
2015
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ity o
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ary
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opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
Business History 887
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ity o
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145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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ary
2015
bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
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ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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ary
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Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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ity o
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145
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ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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Uni
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ity o
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ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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by [
Uni
vers
ity o
f G
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ow]
at 1
145
15
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ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
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ary
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- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
and banks this gives a minimum total value for all UK corporate share capital of pound444m
($2615m) or 55 of the UKrsquos 1860 GDP of pound812m This ratio is only a little higher than
Harrisrsquos figure for 1843 (53 for England alone)107 underlining that it is very much a
lower bound After 17 years of simplified incorporation by registration the largest rail
boom in UK history and many special acts a larger increase is likely though the
nationalisation of the South Sea and East India Companies and the conversion of many
turnpike trusts into free publicly maintained highways perhaps temporarily stemmed the
rising tide of corporatisation in 1843ndash60108
Both estimates required some guesswork but the UK minimum (55) is above the top
of the probable US range (52) in 1860 More reliable British statistics on the stock of
existing corporate capital are available only from 1884109 and for America not until 1910
but even at the latter date there is still room for doubt about whether the US ratio had yet
caught up with the UKrsquos110 For 1860 if the lower American figure is correct and our UK
minimum too low the degree of corporatisation in the UK would still have been much
higher than Americarsquos though the US would already have overtaken Belgium the leading
continental industrialiser111 With the top of the suggested range for the US and the
minimum figure for the UK the British lead is less than one might expect Either way the
search for explanations of overwhelming American leadership in corporate capital seems
misconceived though it is not difficult to explain any American lag The sprawling US
economy of 1860 was less nationally integrated than the compact UK so its firms were
smaller and tended to serve regional markets smaller firms were less likely to require
incorporation The UKrsquos new free trade policies that were already making it the worldrsquos
consumer of last resort (rather like the US today) experienced an allergic reaction across the
Atlantic being associated with past imperial domination Isolated from the European core
and intent on its own development with little regard for its neighbours the US was little
exposed to international trade or inclined to invest abroad so lacked Britainrsquos wide range of
corporate multinationals such as Hudsonrsquos Bay Imperial Continental Gas or the Oriental
Bank With a lower level of industrialisation and urbanisation (most of its population lived
on farms) Americans had more need of kerosene and candles than gas utilities and of
drilled wells than water utilities and lower demands also for long-distance shipping finance
and insurance than Britainrsquos cosmopolitan importers and exporters And ndash short of capital
but with abundant natural resources to develop ndash the US had high interest rates limiting the
adoption of the capital-intensive methods that could ameliorate its labour shortage112 If
American politicians were more developmentally orientated and more favourable to
investing capital in corporations than the British all these factors presented formidable
obstacles to their efforts succeeding as impressively as British private enterprise
How is it then that so many historians ndash SyllandashWright are not the first ndash have felt it
necessary to explain a non-existent British corporate lag This seems to have happened
because of historiansrsquo unconscious tendency to extrapolate economistsrsquo observations from the
mid-twentieth century backwards together with a more deliberate effort to exaggerate early
restraints on incorporation in the UK and underestimate those in the US No historian of the
British corporate economy has paralleled the SyllandashWright work by tallying British (non-
railway) special statutory incorporations so statistical discussion has tended to be
misleadingly confined to the registered company sector which began in 1844 but for many
decades excluded most large UK quoted companies (these long remained chartered or
statutory not registered) Historians are markedly reticent about christening the UK a
lsquocorporationnationrsquo and invariablydescribe thefigures for the growthof registered joint-stock
capital asmodest and showing only hesitant acceptance of limited liability and the continuing
strength of traditional sole proprietorships partnerships and familyfirms in theold country113
878 L Hannah
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ary
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Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
Business History 879
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ary
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
880 L Hannah
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ary
2015
in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
Business History 881
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
882 L Hannah
Dow
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at 1
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15
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ary
2015
The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
Business History 883
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15
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2015
divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ded
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ity o
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15
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ary
2015
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ity o
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145
15
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
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ary
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
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ary
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107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
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ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
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ity o
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145
15
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ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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ity o
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145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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nloa
ded
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
Yet it is clear that the standards such studies apply in identifying lsquohighrsquo or lsquolowrsquo national
levels of corporatisation lack any serious common calibration and encompass some
capricious judgements Lance Davis and Douglass North develop an interesting model that
explains why lsquothe British transport network had been developed without limited liabilityrsquo
before the 1860s114 but unfortunately this characterisation is two centuries and a few
thousand UK turnpikes canals docks railways and steamship companies with limited
liability adrift They are not the only distinguished culprits Niall Fergusonrsquos Reith Lectures
opined that lsquothere were still only sixty domestic companies listed on the London Stock
Exchangersquo as late as the 1880s (in fact there were many hundreds)115 RonHarris developed
good quantitative estimates for Englandrsquos corporate capital but ndash in the mainstream
tradition ndash presented them as symptomatic of Englandrsquos lag behind America (not feeling it
necessary to quantify the latter in the same way) Yet my evidence suggests that the US still
had a lower level even 17 years after Harrisrsquos last estimate His figures suggest an English
ratio of 26 of GDP in 175960 rising to 31 in 181011 and as much as 53 in 1843 (the
year before the first general registration law) as the first industrial economy became both
more capital-intensive and more corporate As even the latter figure (being based on
Spackman) omitted some companies the true figures were probably higher and after the
1840s railway boom certainly would have been116
German comparisons are similar for example Jurgen Kocka suggested that lsquojoint
stock companies played a more important role in the German industrial revolution than in
the Englishrsquo117 He tells me that he had in mind that steel companies and railways in the
Prussian industrialisation of the 1840s to 1870s were more corporate than the cotton mills
of Englandrsquos earlier industrialisation (which is certainly true)118 Nonetheless Germanyrsquos
corporate capital stock still struggled to exceed that of Englandrsquos in the earlier age of
chartered trading companies canals and turnpikes If one takes German lsquojoint stock
companiesrsquo in the literal sense (that is AGs) the earliest estimate for the extant stock119
(for 1880 10 years after the general registration law of 1870) suggests there were 440 with
M3904m capital only 26 of Germanyrsquos GDP Englandrsquos ratio in the mid-eighteenth
century120 This 1880 figure omits KGs Gewerkschaften and some AGs which did not
publish balance sheets and is depressed by early railway nationalisations in 1879 yet even
as late as 1910 when the UK ratio had risen to 162 (115 excluding railways)
Germanyrsquos corporate capitalGDP ratio (after adding all Gewerkschaften KGaAs and
GmbHs to AGs and so covering 25346 German companies) still remained (at 44) below
Englandrsquos ratio of seven decades earlier121 The remarkable feature of German economic
catch-up is how much could be achieved with only modest levels of corporatisation in a
polity inheriting too much from agrarian aristocratic east Prussia and not enough from the
liberal German cities that had experienced Napoleonic institutional reform or shared
Englandrsquos commercial spirit122
For France we do not have a reliable estimate for the stock of all corporate share capital
until a government survey at the end of 1898 more than three decades after its liberal
incorporation law but as that suggests a range of 45ndash49 of GDP ndash about the ratio
attained in England in the 1830s and in the US around 1860 ndash it is reasonable to suppose
that French share capital lagged behind both US and UK levels in 1860123 Indeed it was
probably below 30 of GDP if commandites are excluded124 France appears to have
been ahead of Germany its 1898 corporate capitalGDP ratio was only attained by
Germany after 1910 though the extensive nationalisation of German railways in 1879ndash90
partly drives that result (French railways remained in the private sector until the 1930s)125
The two civil law countries are perhaps best characterised as having a roughly equal
degree of corporatisation outside the rail sector in the later nineteenth century Both were
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ary
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clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
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ary
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in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
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ary
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
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ary
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ary
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intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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by [
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vers
ity o
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at 1
145
15
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
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ary
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ity o
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at 1
145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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ary
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
Dow
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ity o
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at 1
145
15
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ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
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facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
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2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
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ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
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Uni
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lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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ded
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Uni
vers
ity o
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lasg
ow]
at 1
145
15
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
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ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
clearly behind the common law countries though that does not necessarily mean their civil
law was the primary cause varying roles of the state and of banks entrepreneurial
traditions available savings the size of the urban middle class literacy or other cultural
factors and the relative prices of capital labour and land in the four countries might also
have had a hand in that outcome
For around 1860 we can provide precise assessment of capital values for all four
countries only in the rail sector126 Albert Picard reported the total capital invested in the
main French railways at the end of 1858 as F4124m ($825m) or 22 of GDP in the same
ballpark as the US in 1860 but well below the UK (which had built substantially more
railway mileage though less luxuriously engineered than the hexagonrsquos)127 Prussiarsquos
railway capital stock was lower in 1860 ndash at 3839m thalers ($288m) ndash but with less than
half Francersquos population and lower incomes it was not far below the French level as a
portion of GDP (19)128 These countries differed only by degrees in their railway
capitals while they differed by orders of magnitude in the flow of all new incorporations
proper That was because they all had politicians appreciative of the economic
(or military) potential of railways with few inhibitions about chartering corporations with
compulsory purchase rights to acquire land and the limited liability required to attract
investors to the largest contemporary enterprises Transatlantic travellers in both
directions were impressed in 1860 by the ubiquity of the railways that were for that
generation dramatic symbols of modernity though they still felt inconvenienced by gaps
in long-distance networks (Europersquos east and the American west remaining frustratingly
inaccessible) and world railway building was not to peak for several decades
Table 3 summarises the estimates of corporate capital stocks Unlike Table 2 all cells
in this table exclude most commandites and accordingly understate limited liability capital
in France and Prussia especially The most reliable and complete figures are for all
corporations in 1910 and for railways only in 1860 For the latter in column 1 of table 3
we have also included railway bonds for all four countries most corporate bonds were then
Table 3 Stock of Corporate Capital as a of GDP
All Rail Capital at par 1860All Corporate Share Capital
All Corporate ShareCapital 1910
Country Inc bonds shares only at par 1860 at par at market
Prussiaa 19b 13c unknown 44 71France 22thornd 15thorne 20thornf 51 76US 26 17 36ndash52 173 173UK 43 33 55thorn 162 256
earlier ratios (for England only all corporate share capital at par) are 26 (175960) 31 (181011) and 53 (1843)Sources cols 1 2 and 3 see text (US and UK GDP from wwwmeasuringworthcom French GDP fromGroningen Growth Project website) cols 4ndash5 Hannah ldquoGlobal Censusrdquo Earlier English ratios from Harris(Industrializing) for numerator and wwwmeasuringworthcom for denominator (for an alternative estimate ofpound160ndash200m in unincorporated companies alone (ie excluding the statutory and royally chartered companies thatdominate Harrisrsquos figures) in 1825 a third or more of GDP see Burns ldquoJoint-stock companiesrdquo 411a All Germany for 1910 Authorrsquos estimate for Prussian GDP of 2000 m thalers in 1860 (compare HohorstWachstum 131 276)b 3839m thalers (Fremdling Eisenbahnen 28)c On the assumption that one-third were bondsd Relates to 1858 the thorn sign is used to indicate the ratio was probably higher in 1860 the year used for othercountriese In 1856 317 of French rail securities were bonds we assume it was one-third in 1858f Estimate for Paris Bourse only in 1859 see n 123
880 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
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at 1
145
15
Janu
ary
2015
in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
Business History 881
Dow
nloa
ded
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vers
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15
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ary
2015
Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
882 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
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ary
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ity o
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15
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ary
2015
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ity o
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
Business History 887
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
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ity o
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at 1
145
15
Janu
ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
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Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
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at 1
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15
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ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
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ary
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Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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ded
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Uni
vers
ity o
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ow]
at 1
145
15
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ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
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ary
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- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
in this sector and some countriesrsquo railways were more leveraged than others129 There is
some evidence that total factor productivity improvements during industrialisation were
twice as fast in the transport sector as elsewhere and railway investments were an order of
magnitude greater than those in turnpikes and canals130 In 1860 expressed as a
percentage of GDP the UK was distinctly ahead in corporate railway investment with the
US France and Prussia all lagging
In other sectors the data are crudely estimated and the mix of ranges minima and gaps
make comparison difficult but probably the UK and the USwere closer together in non-rail
share capital and led France and Prussia by even more However farms were rarely
incorporated anywhere and if we remove value-added in agriculture from the GDP
denominator the four countries appear much closer together131We also know that in 1910
market prices can affect the comparison although we do not have broadly representative
market-par ratios for 1860 they alsomight reduce themeasured differences132 Comparison
of the 1860 estimates with the more reliable 1910 data suggest that in the next half-century
both main common law countries pulled far ahead of the two main civil law ones
It is hardly surprising that the UK performs impressively when corporatisation is
measured by the extant stock of paid-up capital (Table 3) while the US dominates the
numbers for the flow of new incorporations (Table 2) After all many large nineteenth-
century British corporations ndash New River (Londonrsquos first water utility) the Banks of
England and Scotland and Hudsonrsquos Bay ndash were founded in the seventeenth century and
some others ndash London Assurance London Lead and Royal Bank of Scotland ndash in the
early eighteenth so appeared in the flow figures decades before SyllandashWright start
counting It is also no mystery why America did not have many such companies or rather
why companies like Massachusetts Bay and Virginia no longer operated in their original
form though their ratio of corporate capital to the GDP of the colonists in their first months
must have been quite high It is equally clear why the US was forming new corporations
faster than anywhere else The population of an empty resource-rich continent was
growing by immigration and natural increase more rapidly than a densely populated
Europe closer to the Malthusian check at its first census of 1790 the US had fewer than 4
million people (well below Irelandrsquos) while by 1860 it had grown to more than 31 million
(ahead of Britain and Ireland combined and almost as populous as France) Moreover the
relationship between corporatisation and wealth is two-way investment in corporations
plausibly causes growth but rich societies also have more savings to finance such
investments Americans had higher incomes than their colonial masters before the
Revolution though were more resistant to paying taxes The war of independence set them
back but they again caught up with indeed probably overtook British living standards
before 1860 though more convincingly in the north than the south133 Both Anglo-Saxon
countries were distinctly richer than the French and a fortiori than the Prussians134 so the
GDP used in Table 3 is a more appropriate scalar than population All four countries are
closer together by this metric than in the SyllandashWright perspective
Companies large and small
There is one statistic implicit in SyllandashWright which they ignore the average company in
Prussia had $557895 capital in France $1561619 in the UK $1322176 but in the US
only $204309135 Their emphasis on American economies of scale thus appears to lack
support from their own data but of course this fails to take into account all the omissions
to which we have drawn attention Many of these were smaller than the inclusions so
would reduce the European averages though in the case of Prussia many were larger136
Business History 881
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ary
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Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
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ary
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The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
Business History 883
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ary
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divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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15
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ary
2015
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
Business History 887
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ity o
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15
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ary
2015
64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ded
by [
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ity o
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lasg
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at 1
145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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ary
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
Dow
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by [
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ity o
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at 1
145
15
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ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
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ity o
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at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
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ity o
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at 1
145
15
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ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
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by [
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ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
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Uni
vers
ity o
f G
lasg
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at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
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nloa
ded
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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ded
by [
Uni
vers
ity o
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lasg
ow]
at 1
145
15
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
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ded
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ity o
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ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
Yet we should not dismiss this clue to the nature of American lsquoexceptionalismrsquo In fact the
obvious way of reconciling some apparent anomalies ndash particularly the UK incorporating
fewer companies than the US (Table 2) but registering a higher ratio of corporate capital
to GDP (Table 3) ndash is that UK corporations were not only older but bigger than those in the
US Of course it is hardly surprising that numbers of companies and average sizes are
inversely related so we also need to look at the upper range of companies before
concluding from the means alone that US companies were not particularly large
SyllandashWright register a slight increase in the mean capital authorised in US special
charters from $170917 in 1790ndash1809 to $213722 in 1810ndash29 and $231902 in 1830ndash44
with the medians a constant $100000137 The database of Freeman et al for the UK shows
higher and more rapidly rising figures for statutory and chartered companies alone
(equivalent to special acts in the US) the UK means rise from pound112259 ($561295) in
1790ndash1809 to pound134511 ($672555) in 1810ndash29 and pound282962 ($1414810) in 1830ndash44
with the medians showing no trend and levels 50ndash150 higher than the US (pound60000
pound30000 pound60000)138 The companies set up under general legislation were usually smaller
so would lower the US average on the other hand UK deed-of-settlement companies in the
Freeman et al database were larger than statutory companies including these the UK
companies of 1720ndash1844 were 10 times the size of the SyllandashWright companies of 1790ndash
1830When legislation permitted incorporation by simple registration the sparse published
statistics tell the same story In 1863ndash66 when we have data for Massachusetts and New
Jersey the average capital of all companies registering under their general legislation was
respectively $203674 and $173369 while during the same period in England the average
was pound185270 ($926539)139 The average sizes of companies reported at specific dates
confirm this picture Henry English reports the paid-up capital of 156 London companies in
1824 as averaging pound211961 ($1059805) and Spackman has 755 companies in 1842
averaging pound165585 ($827923)140 while Eric Hilt reports the mean paid-up capital in 282
New York companies extant in 182627 as only $169687 and SyllandashWright the mean
minimum authorised capital of the 500 largest US corporations authorised by 1812 as
$253400141 All of these populations except Hiltrsquos are biased towards larger companies
Similar relativities are also observed in individual sectors The average Prussian
railway of 1870 had 18378815 thalers ($138m) share capital the average French railway
founded in 1847ndash59 F74342500 ($149m) the average UK railway in 1860 pound2662410
($133m) and the average US railway in 1860 only $24m142 Frank Dobbin argues that
British railway policy lsquodiffered markedly from American policyrsquo in that it lsquoaimed to
maintain the autonomy of small firmsrsquo143 In fact they each achieved the opposite In other
utilities it is difficult to identify US companies as big as Londonrsquos West India Dock
capitalised at pound29m ($145m) on the LSE in 1825 the Trent amp Mersey Canal capitalised
at pound546m ($273m) in 1825 or Imperial Continental Gas a British utility founded in
1825 operating Europe-wide and capitalised by 1870 at pound39m ($195m)144
In the case of banks SyllandashWright quite justifiably take a dim view of the early Bank
of England monopoly of joint-stock banking However after English de-regulation in
1825 and the spread of freer banking laws in the US too English bank corporations
though fewer grew much faster by emulating the multi-branch joint-stock banking model
pioneered in Scotland and Ireland rather than the American system of small unit banks
Thus the average UK joint-stock bank had more than six times the paid-up capital of the
average US incorporated bank in 1860 pound363636 ($1818180) against $283973 (and
typically more unpaid or reserve liabilities)145 Since several French and Prussian
incorporated banks had dozens of branches it is probable that they too were bigger than
American ones146
882 L Hannah
Dow
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ded
by [
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vers
ity o
f G
lasg
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at 1
145
15
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ary
2015
The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
Business History 883
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ity o
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at 1
145
15
Janu
ary
2015
divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
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at 1
145
15
Janu
ary
2015
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
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at 1
145
15
Janu
ary
2015
19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ity o
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15
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
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ary
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ity o
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145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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ary
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
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ary
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107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
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facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
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ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
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nloa
ded
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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ded
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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ded
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Uni
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ity o
f G
lasg
ow]
at 1
145
15
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
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lasg
ow]
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145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
The situation in manufacturing and mining is less clear Among manufacturing and
trading firms first offering their shares to the UK public in 1863ndash66 the average
authorised capital was pound299501 ($1497703) while in Prussia in 1870 manufacturing
corporations averaged 449295 thalers ($336971) and mining corporations 1532884
thalers ($1149663) and the five French manufacturing SAs formed in 1847ndash59 for which
Freedeman could find data averaged F1692000 ($338400) capital Manufacturing
corporations in the SyllandashWright database averaged only $137771 minimum authorised
capital and mining firms only $252511147 Visiting European engineers in the 1850s were
impressed with the emerging lsquoAmerican system of manufacturesrsquo in the federal
Springfield Armoury but in the capitalist sector what struck them as special about
American manufacturing corporations was how lsquoremarkably smallrsquo some were148 In the
classic industry of the first industrial revolution cotton spinning the largest 10 UK firms
had significantly more spindles than similar US mills though initially a smaller portion
was corporately owned149
The modest size of American corporations ndash on average and at the upper end ndash is also
reflected in their ownership smaller companies naturally had fewer shareholders Some
were publicly quoted and traded others ndash particularly manufacturers and turnpikes ndash were
spread among stable holders by kinship local and professional networks and rarely traded
In NewYork in 1826 the average corporation for which shareholder lists have survived had
only 74 shareholders and for 26 of investors there was another investor in the same
corporation with the same surname150 Others in terms of the spread of ownership and
tradability were not much different from the sole trader or the partnership In 1826 less than
a quarter of New York companies (and those mainly financial companies) had stock
quotations and one turnpike had as few as three shareholders151 The private (in American
English lsquoclosersquo) company appears to have been rarer in France and Germany than in the US
or the UK though no doubt it was common among their commandites
All lists of stocks traded on the LSE and NYSE in the nineteenth century suggest
significantly more companies were publicly traded in the UK on stock markets and the
same story is told by stockholder numbers152 The largest company traded in New York in
1826 the Bank of America had only 560 stockholders while some British banks and
trading companies had several times that figure a century earlier Even UK provincial
markets sometimes supported wider shareholding Cheshirersquos Ellesmere Canal of 1793
had 1244 and Dublinrsquos Hibernian Bank of 1824 had 1063 shareholders153 The first official
survey of UK railway shareholding in 1855 showed that the London amp North Western
Railway had 15115 shareholders two others above 10000 and 30 more above 1000154 In
France the four largest railways in 1860 had 14488 8726 8253 and 5876 registered
shareholdings155 Everywhere shareholding in listed companies was largely confined to
the top 5 of the population and to only a minority of those156 Untypically several dozen
limited companies mainly owned by working-class shareholders were developed in
Oldham cotton spinning around 1860 and for a time a quarter of the population were
shareholders the mills in Fall River Massachusetts by contrast were closely held by a
bourgeois oligarchy157 Historians of the US extolling its lsquowidersquo dispersion of
shareholdings are often talking about numbers in the low hundreds158 which British
commentators see as symptomatic of continued personal ownership by bourgeois elite
networks However in 1847 the Pennsylvania Railroad was proud of the 2600 subscribers
to its first stock issue and the average shareholding was as small as in the LNWR and
raised locally159 In 1853 the New York Central merged eight railroads each having
between one160 and 947 stockholders so Americarsquos largest company listed on the NYSE
still had only 2445 stockholders well below the European levels we have noted161 The
Business History 883
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ity o
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145
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ity o
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at 1
145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
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ary
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107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
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2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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145
15
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ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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nloa
ded
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
divorce of ownership and control had thus possibly already advanced further in the UK
(and France) in the 1850s than in the US ndash as is suggested also by the relative sizes of their
many stock exchanges ndash and this persisted a half-century later162
A perspective on implications
There is a well-established tradition ndash going back through Kocka Chandler Landes and
Gerschenkron to Schumpeter Lenin Weber and beyond ndash which emphasises the merits of
scale in large bureaucratic corporations and banks islands of managerial planning in a sea
of capitalist markets Some aspects of the story of the corporation can plausibly be told that
way in Britain and elsewhere Yet the American economy in 1860 distinctively comprised
numerous diverse corporate SMEs There is an increasing consensus ndash shared by Sylla
Wright and myself ndash that it was such a wide spread of lsquodemocraticrsquo entrepreneurship and
ownership and a strong middle class that promoted the symbiotic and increasingly
inclusive growth of economies and tentative inching toward political democracy163
Benefiting from limited liability Americans experimented in numerous corporations and
quickly liquidated the ones that proved unprofitable Thereby the US performed better
than the centralising state bureaucracies of Prussia and France still tending to lsquopick
winnersrsquo when chartering corporations and pin less hope than more liberal incorporators
on fostering competitive diversity164 The US thus grew rapidly despite being less capital-
intensive than the UK and investing less in large-scale corporations which significantly
divorced ownership from control165 De-centralised market competition disciplined
pluralism and substantially controlling owners ndash together with high interest rates ndash led
Americans to economise in their uses of capital The antebellum US being desperately
short of both capital and labour but possessed of apparently unlimited natural resources
was probably wise to make such choices There is nothing presaging economic failure
about an economy of smallish corporations diverse primary-resource-intense somewhat
short of capital personally incentivised and market-orientated Indeed the US is only
one166 among the Anglicised countries of 1860 that later became at least as successful
capital-intensive and corporation-intensive as the UK
However triumphalism that growth in the Anglosphere was driven by corporations
unproblematically fostered ndash whether by flexibly innovative common law or
developmentally orientated politicians ndash is inappropriate There were also some merits
in the Franco-German law of partnership and in a world of path-dependency and
information asymmetry widespread adoption of a financial and organisational innovation
is suggestive of serviceability and flexible adaptation but not conclusive proof of
optimality The runaway global success of the corporate form in the twentieth century in
all countries implies it must have got something right but historians and economists have
rightly raised questions about whether its design was (or is today) perfect167
Notes
1 Harris Industrializing2 Such terms universally mean in their widest connotation lsquoany group of peoplersquo I use
lsquocorporationrsquo (in the casual American sense to include only business corporations) orlsquocorporation properrsquo for emphasis and lsquocompanyrsquo equivalently in the similarly casual modernBritish sense except where the context makes clear that I am using the broader businessconnotation of lsquocompanyrsquo to include partnerships
3 For example 15 of the special charters in the SyllandashWright database were formanufacturers compared with only 5 in the UK (Shannon ldquoFirstrdquo 420 Levi ldquoOn JointStockrdquo 24ndash5) and 8 in Prussia (Engel Die erwerbstatigen 10) Although more capital-
884 L Hannah
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ded
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ity o
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15
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ary
2015
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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145
15
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
Business History 887
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ary
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
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ary
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107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
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ded
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ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
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ity o
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145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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Uni
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ity o
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lasg
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145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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145
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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nloa
ded
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
intensive than US equivalents (Field ldquoLand Abundancerdquo) many UK manufacturers preferredother forms until the later nineteenth century
4 Handlins Commonwealth5 There were some colonial legislatures but they were subject to the imperial parliament and
separate Scottish and Irish parliaments had been merged with Westminster in 1707 and 1800respectively
6 Although technically some UK municipalities had chartering powers in practice they nolonger used them in the nineteenth century (unlike some German free cities)
7 The Companies Clauses Consolidation Act of 1845 and the related clauses acts for railwaysand compulsory purchase were arguably more important than the 1844 act because theyclearly conferred limited liability and applied to most UK quoted capital until near the end ofthe century
8 Glaeser and Goldin eds Corruption9 Hessen Defense Anderson and Tollison ldquoMythrdquo For the contrary view of corporations as
necessarily politicised see Alborn Conceiving Companies10 Angell and Ames Treatise Dodd American Business Corporations 196 Handlin
(ldquoDevelopmentrdquo 7 11) favours lawyer ignorance in a traditional agrarian society as theexplanation lsquoThey had had no experience of how to draw up charters with what went onwithin the corporation or with how to resolve the various problems relating to the contract ofthe corporation with the statersquo contrasting this with lsquoEngland where they knew how to do itrsquo
11 Ostergaard and Smith ldquoCorporate Governancerdquo They make no mention of liability rules andthe literature on Norwegian nineteenth century enterprise (at least in English) is also largelysilent on the matter DagMichalsen (email to the author of January 23 2013) professor of lawat the University of Oslo notes that although the 1814 constitution envisaged the drafting of acorporate law none was implemented so article 5ndash1ndash2 of the 1687 law on freedom ofcontract (similar to Denmarkrsquos 1683 law) prevailed and the supreme court accepted legalconstructions unfavourable to third parties which would not have been accepted elsewhereProfessor Knut Sogner of the Norwegian Business School (BI) points to the example in 1895of the formation of And H Kiaeligr amp Co Ltd presumably expecting their self-limited liabilityto be respected (email to the author January 21 2013)
12 Dupuichault Loi norvegienne13 Hannah ldquoGlobal Censusrdquo14 I say lsquonear-absolutersquo because one should resist a-historically portraying Norway as a
doctrinaire libertarian paradise Export sawmills needed a government concession to operatebefore 1860 and the Norges Bank from 1816 had a note issuing monopoly lsquoDiscountingcommissionsrsquo ndash effectively state-owned commercial banks ndash dominated the banking marketuntil the later nineteenth century
15 I say lsquonear-absolutersquo because some American unincorporated lsquobusiness associationsrsquo weresimilar to English deed-of-settlement companies Livermore (Early American 215ndash42 andsee also Burns ldquoJoint Stockrdquo) provides examples in real estate banking and manufacturingand perhaps with too much scholarly contortion and not enough quantification elevates themabove the special incorporations studied by SyllandashWright as the true fons et origo ofAmericarsquos later general chartering statutes That case can be more convincingly made for theUK such associations in the US do not appear to have been as numerous (or as large) asEnglish equivalents nor as creative in limiting shareholder liability nor to have provided sodirect a blueprint for general legislation (as in UK banking in 1826 and more generally in1844) SyllandashWright consider the 1720 lsquoBubble Actrsquo damaged the UK yet its principle ndash thatonly the legislature could authorise the corporate form ndash was actually more consistentlyenforced in the early nineteenth-century US than in the UK for example by judges causingdifficulties for unchartered associations and legislatures banning unincorporated banks fromnote issue
16 Lastig Accomendatio17 Kessler ldquoLimitedrdquo18 Guinnane et al ldquoPouvoirrdquo The Kommanditgesellschaft and the stille Gesellschaft in
Germany offered partially limited liability in different ways As SyllandashWright noteLouisiana recognised its inherited French limited partnership tradition in 1808 but the firststate of the Anglosphere (after Ireland) to do so was New York in 1822 The UK was a longerholdout though limited partnerships were permitted in Ireland from 1782
Business History 885
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ary
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19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
886 L Hannah
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ity o
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145
15
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ary
2015
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ity o
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at 1
145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
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ary
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107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
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facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
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ity o
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145
15
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ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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ity o
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145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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nloa
ded
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
19 Davis English Shipping 10320 Passow Wirtschaftliche Bedeutung 3 Jantzen Freiwillige Verausserung21 Bartlett British Mining 21ndash37 After 1844 the opening of a registration office in Truro
encouraged English companies using the cost-book system subject to the Stannaries Court toconvert to the standard corporate form The Prussian state mines administration also loosenedits controls over all mining enterprises (both AGs and Gewerkschaften) from 1851
22 Christie ldquoScottishrdquo Campbell ldquoLawrdquo23 Sir William Clay in the 1843 Select Committee quoted in Taylor Creating 14124 Freeman et al Shareholder Democracy Harris (Industrialising) takes a more sceptical view25 See also note 15 above on the Bubble Act SyllandashWright cite the upswing in company
formations after its 1825 repeal as an indicator of earlier baneful persecution under the Actbut that upswing arguably (as in the US) stemmed from other causes new railways generalindustrial and urban development freer banking laws and the growing public taste fortradable corporate securities with the growth of stock exchanges This is not to deny that bothcountriesrsquo politicians might have done well to rein in anti-corporation sentiments earlier
26 Authorrsquos calculation from the Freeman et al book available from UK Data ArchiveUniversity of Essex at httpdiscoverukdataserviceacukcataloguesnfrac145622amptypefrac14Data20catalogue reference SN 5622 R Pearson ldquoConstructing the Company Governance andProcedures in British and Irish Joint Stock Companies 1720ndash1844rdquo
27 There is a preponderance of post-1825 banks and insurance companies (with high nominalcapitals only partially paid-up) among deed-of-settlement companies and four largestatutorychartered companies formed before 1720 are omitted
28 As can be seen by their continued presence (eg among insurance companies) in BurdettrsquosOfficial Intelligence
29 See Getzler and Macnair ldquoThe Firm as an Entityrdquo for similar British case law30 Hansmann et al ldquoLawrdquo31 Livermore Early American 258ndash71 282ndash9432 From 1834 deed-of-settlement companies could also apply to the Board of Trade for letters
patent indisputably conferring limited liability but few bothered or succeeded33 For example some statutory lighthouse companies in the UK were corporations sole One-
man companies were not usually allowed for registered companies (national laws typicallyspecified a minimum between two and ten shareholders) but they could be achieved byregistering lsquodummyrsquo holders See also pp 19 above
34 Blair ldquolsquoLocking Inrdquo35 An early sceptic of the importance of limited liability was Heckscher (Mercantilism I 367)
See also Acheson et al ldquoDoes Limited Liability Matterrdquo36 By 1860 each of these engineering firms had made more than 1000 locomotives (Lever
Railway 86) Hawthorns incorporated in 1886 Stephensons in 1899 while the other threeremained partnerships into the twentieth century Probably the largest corporate locomotivemanufacturer in 1860 was the LNWR which had integrated backwards into locomotivemanufacture at its enormous Crewe works
37 The notion that the UK lsquolagged the international frontierrsquo (SyllandashWright ldquoCorporationFormationrdquo 10) is simplistic
38 Previously in order to limit liability insurers had required special acts letters patentregistration as friendly societies or in the case of deed-of-settlement insurers speciallydevised contractual terms
39 Wright Corporation Nation 24340 Berle and Means Modern Corporation 13741 Thieme ldquoStatistische Materialienrdquo 29242 EngelDie erwerbstatigen juristischen 10ndash11 63 83 See also Bosselmann Entwicklung 20143 The lower figure presumably eliminating merger duplication and depreciation Fremdling
(Eisenbahnen 28) has higher figures but this is cumulative capital invested including somefinanced by bonds
44 Bosselmann Entwicklung 179 n 145 Ibid 179ndash82 Thieme (ldquoStatistische Materialienrdquo 285 n 3) the source used by Syllandash
Wright seems unaware of Bosselmanrsquos earlier correction of Engelrsquos printing error46 For example the Bank fur Handel und Industrie (popularly the Darmstadter Bank) was
chartered in the latter city in 1853 having failed to get a Berlin or Frankfurt charter and
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ity o
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15
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ary
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opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
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ity o
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ary
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64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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145
15
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ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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ary
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
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ary
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107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
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facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
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134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
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2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
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ded
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Uni
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ity o
f G
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ow]
at 1
145
15
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ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
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lasg
ow]
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145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
opened branches in Prussia and elsewhere using the Kommandit form (Riesser Die deutschenGrossbanken 1910 40 52) It was listed on the Frankfurt exchange from 1853 and Berlinfrom 1855 (Gommel et al Deutsche Borsengeschichte 146)
47 In some cases there was de facto recognition though in the Zollverein and under the Franco-Belgian agreement of 1857 and the Franco-British agreement of 1862 mutual recognition wasguaranteed by treaty Later some states began circumscribing the freedom by requiringforeign corporations to register their existence locally before operating
48 Engel Die erwerbstatigen juristischen 4 The oldest survivor was probably theMansfeldrsquosche Kupferschieferbauende Gewerkschaft in Saxony one of the larger firmsquoted on German stock exchanges founded around 1300
49 There were for example in 1860 471 savings bank branches in Prussia (BosselmannEntwicklung 32 n 3) Pargendler and Hansmann (ldquoNew viewrdquo) argue that many earlyEuropean and American corporations were in effect consumer cooperatives with votingstructures nearer those of modern co-operatives (one shareholder one vote) than moderncorporations (one share one vote)
50 Rauchberg Berufs- und Gewerbezahlung 310 for 1895 data51 I have followed SyllandashWright in converting pounds sterling at a standard $5 thalers at $075 and
francs at $02 ignoring temporary exchange rate fluctuations52 Riesser Deutschen Grossbanken 56 63 599 The Prussian state retained control over note
issue and new entry into Prussian banking was only grudgingly conceded The average UScorporate bank in the SyllandashWright database had an authorised capital of only $194122 thatin Bodenhornrsquos database (ldquoVoting Rightsrdquo 47) $179280 and only a few of these had morethan $5m authorised or paid-in capital (van FenstermakerDevelopment) In 1860 the Bank ofEngland had pound14553m ($73m) paid-up share capital the Bank of Ireland Ipound3m (about$14m) the Royal Bank of Scotland pound2m ($10m) the Oriental Bank pound126m ($6m) and eightother London and Edinburgh banks pound1m ($5m) paid-up capital each (Evans Banking 136ff)
53 Although Thieme (ldquoStatistische Materialienrdquo the SyllandashWright source) lists 16 AG banksformed by 1867 13 of which survived these are mainly small local banks Compare SchauerPreussische Bank and Radtke Preussische Seehandlung The distinctly-non-defunctPreussische Bank resembled the thrice-defunct Bank of the United States (which onlyappears in the SyllandashWright database once on its third ndash Pennsylvania ndash re-incarnation theyomit the earlier federal charters)
54 Schauer Preussische Bank 32 63ndash455 Gommel et al Deutsche Borsengeschichte 144ndash656 Ibid 147 There were also 115 railway bonds listed in Berlin57 Another issue is whether such prices at par reflect true values Because of stricter oversight of
capitalisation and discouragement of new entry German share prices often exceeded par (forexample at the 1856 peak 293 above par Gommel et al Deutsche Borsengeschichte 148)US stock prices were often below par
58 Thieme (Statistische Materialen 288) suggests only 62 (21) of Prussian AGs had abortiveformations or failed by 1867 significantly lower than SyllandashWrightrsquos estimate of 50ndash67for US corporate failure However some other German quasi-corporate forms (particularlyKGs) were smaller and probably also had lower survival rates
59 Jobert Entreprises 10660 A problem in achieving greater precision on this dimension is that an unknown proportion of
early US and UK incorporations did not clearly confer limited liability while most SAs (andall commandites) appear to be limited
61 A government survey of extant companies in 1898 (Anon ldquoLes societesrdquo) suggests higher SAsurvival rates over the period 1808ndash98 than SyllandashWright suggest for the US in a shorterperiod
62 The cost for a French SA was pound750 with on-going costs of pound400ndash500 annually (FreedemanJoint Stock 139) Levi (ldquoJoint Stockrdquo 14) estimated the cost of a simple special incorporationin the UK at pound402 but some turnpikes paid as little as pound51 while some banks and railwayspaid more In the USA fees taxes and other imposts were more varied some were massivelyhigher many as trivially low as official fees for UK company registrations from 1844 (orlawyersrsquo fees for deed-of-settlement companies earlier)
63 Neymarck Apercus 172ndash5 Worms Societes 136ndash43 for companies listed on the Bourse in1856
Business History 887
Dow
nloa
ded
by [
Uni
vers
ity o
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lasg
ow]
at 1
145
15
Janu
ary
2015
64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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ary
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bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
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at 1
145
15
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ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
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ity o
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at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
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ity o
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at 1
145
15
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ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
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ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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ary
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Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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Uni
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ow]
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145
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
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ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
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ded
by [
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145
15
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ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
64 Broderick First Toll Roads65 Return of Partnerships (Ireland) 1863 (BPP LXVIII 1863)66 On the non-separation of powers see May Treatise 385 This meant that the legislature did
not suffer the inconveniences that their supreme courts inflicted on US legislatures (eg theDartmouth College judgment of 1819) Yet US corporations had more frequently sufferedfrom the revocation of their privileges by states than British ones (Lamoreaux ldquoScyllardquo 17ndash18)
67 They would surely hesitate before concluding that the number of stocks quoted in New York(69 in 1825 and 112 in 1840 see Banner Anglo-American Securities Regulation 255) was thenumber of American companies in existence The 51 local companies traded even inEdinburghrsquos share market from the mid-1820s had perhaps twice the capital of the 67 NewYork companies then traded in Wall Street (Michie Money Mania and Markets 39 44ndash6Hilt ldquoWhen didrdquo 675)
68 They are in high-class company see North et al Violence 219 If one traces the three lists ndash156 in 1824 (Englandrsquos list) 717 in 1843 (Spackmanrsquos list covering more non-Londonsecurities than Englandrsquos) and 947 in 1844 (the Registrarrsquos list) ndash back to their sources andcompares the names of the firms in each and in the new list available in the 1720ndash1844database for the Freeman et al book it is striking how little overlap there is It is likely that allfour lists underestimate the number of companies by between two-thirds and nine-tenths Thelack of overlap suggests that they are all samples of a population of firms in existencesometime between 1720 and 1844 that is even larger than the total of at least 1500 estimatedby Freeman et al (Shareholder Democracies 15ndash16) Moreover their sample explicitlyexcludes companies formed before 1720 those with fewer than 13 shareholders or non-transferable shares and turnpikes in which four categories alone there were a greater numberthan 1500 Their count being based on surviving records is also likely to underestimate themany short-lived and stillborn companies included in the US data for example their samplecovers only 50 (8) of the 624 they note from another (itself only partially complete) sourceas formed in 1824ndash25 (p 31) most of which were abortive or soon failed If these lists wereall independently drawn random samples of the same population we could estimate the totalpopulation reliably from the degree of overlap but as three of the four (ie all except Freemanet al) were not even nearly representative samples that approach would yield a seriouslydownward-biased estimate In the (exceptional) case of turnpikes we know that there wereonly seven named in any of these lists (the few quoted on the London Stock Exchange) whileparliament had authorised well over 1000
69 These are based on reasonably accurate counts of private acts (arbitrarily discounted forduplications) and company registrations with an estimate for other forms based on the lists innote 68 above
70 Levi ldquoOn Joint Stockrdquo 1171 Ibid Burdett Official Intelligence 1882 ix72 The UK distinction between statutory and registered companies parallels what SyllandashWright
describe as special versus general acts in the US statutory companies required individualparliamentary approval (or latterly a provisional order from the executive which only tookeffect if no member of the legislature objected) In 1845ndash60 2300 companies were registeredunder UK general acts (Levi ldquoOn Joint Stockrdquo) and there were 2861 private acts (WilliamsHistorical 59 125ndash6) not all of which resulted in new corporations The numbers charteredindividually by letters patent etc were smaller
73 See Burdett (Official Intelligence 1884 cxxiv) for the relationship disaggregated by sector ofauthorised and paid-up capitals in 1853 1863 1873 and 1883 for officially listed companies(most statutory not registered)
74 Shannon ldquoComingrdquo idem ldquoFirst Five Thousandrdquo idem ldquoLimited Companiesrdquo Shannonrsquosstatistics are on numbers of failures since large firms were less likely to fail than small oneshis loss ratios exaggerate the capital losses from failures
75 When the IRS in 1909 examined state registers in order to administer the new federalcorporate excise tax they found tens of thousands of non-existent companies registered insome states
76 Levi (ldquoOn joint stockrdquo) for registered companies after 1844 There is some information earlierfor individual sectors For example Wright (2014) notes 314 insurance companies charteredin America in 1790ndash1830 probably a larger number than in the UK (compare Walford ldquoOn
888 L Hannah
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ded
by [
Uni
vers
ity o
f G
lasg
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at 1
145
15
Janu
ary
2015
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
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at 1
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ary
2015
bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
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ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
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ded
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at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
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ded
by [
Uni
vers
ity o
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lasg
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at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
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nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
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nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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Uni
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ity o
f G
lasg
ow]
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145
15
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ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
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lasg
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145
15
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ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
Firesrdquo 394ndash6 Andras Historical Review 101ff) but there appear to have been more largeand surviving UK offices (see Stalson Marketing 717ndash9 748ndash53 for life offices)
77 Authorrsquos estimates based on the flow of new companies and the stock existing in the earlytwentieth century Of course bankruptcy did not lead to the social loss of all capital some wasrecycled to corporate or other businesses Countries differed in their tolerance of such churnrates following liberalisation in 1870 Germany briefly experienced US corporate failurerates during its Grunderboom resulting in a moral panic and progressive re-regulation of thecompany formation process
78 This is less likely to be a work of fiction though is not entirely devoid of problems SomeAmerican lsquopaid-uprsquo common stock was issued below par or even without any payment beingmade as a lsquobonusrsquo for subscribers to preferred stock The monitoring of shares issued inpayment for existing assets (rather than for cash) appears to have been tighter in France andGermany than in the UK or US On the other hand paid-up capital in some cases understatesthe resources available to firms for example some US banks had double liability and forsome UK banks and insurers with subscribed capital only partly paid-up the capitalauthorised may better represent their capital backing typically at this time quadruple theamount paid-up (Burdett Official Intelligence for 1884 cxxiv)
79 Gallmanrsquos estimates of domestic capital formation in 1860 prices from Historical Statisticsof the United States This is not defined in the same way as corporate capital (which may forexample additionally include promoterrsquos profits the purchase of land or simple lsquowateringrsquo ofstock) but there is a good deal of overlap
80 Gatty Portrait 241ndash381 It is a reasonable simplifying assumption that all railway investment was corporate (and
accounted for 15 of US investment outlays in 1849ndash58 Fishlow American Railroads101f) and none in agriculture and housing We know the portion in banking by mid-centuryand Schwartz (ldquoGross Dividendrdquo 428) estimates that nearly a third of the manufacturingcapital stock ($311m) 50 of mining capital ($32m) and all gas-light ($27m) canal($42m) and street railway ($13m) capital was in corporations in 1859
82 Common and preferred stocks only excluding bonds (in order to match the SyllandashWrightdatabase which is for stocks alone)
83 HSUS gives Poorrsquos figure for total railway capital as $1149m (which is 26 of GDP) For anexhaustive discussion of the capital invested in railroads see Fishlow (American Railroads341ndash401) he increases Poorrsquos figure for the cumulative cost of all capital invested to the endof 1860 by only $2m (p 358) If the proportion in bonds was 373 (the average of thatknown for 1855 and 1867) Poorrsquos figures suggest $7204m in corporate stock Taylor andNeu (American Railroad) count 210 extant railroads in 1860 but exclude short lines Iestimate there were 90 of the latter making 300 in all
84 Robert Wright tells me the later rail figures are distorted by a number of very large butabortive trans-continental railroads Robert Wright email to the author 29 February 2012
85 Weber (ldquoEarly State Banksrdquo) reports 1345 incorporated banks in existence at the end of 1860The slightly higher figures in HSUS (1562 with $422m capital) presumably include someprivate banks The figure I have used for capital is given for 1396 banks in March 1861 inSecretary Banks but Jaremski and Rousseau (ldquoBanksrdquo 37) relying on contemporarydirectories report a higher capital figure (without defining whether that includes reserves aswell as share capital) of $436m for 1144 extant chartered banks in 1860 and $101m more for512 lsquofreersquo banks (ie those not individually chartered but allowed under general (lsquofreebankingrsquo) legislation and sometimes referred to as lsquoprivatersquo banks)
86 lsquofreersquo banks (those not individually chartered) had proliferated in the 1850s though as theprevious footnote suggests were generally smaller and less clearly corporate
87 Wright (Corporation Nation 241ndash2) notes $191m minimum authorised capital in generalcharters by 1860 with data for some states missing however for present purposes banks (andperhaps a few railways) need to be deducted and as the average size was smaller than forspecial charters they were probably more likely to fail
88 Secretary Report 5389 $600m is 32 of our estimate for total corporate capital The sectors we have fully covered
(rail and banks) accounted for 483 of corporate net earnings in New York state in 1867 andthe ones partially covered by our $150m figure (insurance canals and gas) another 427leaving as omitted only 07 of earnings in express companies waterworks turnpikes and
Business History 889
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
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ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
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145
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ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
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ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
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ded
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ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
bridges and 83 in miscellaneous (including manufacturing) (Schwartz ldquoGross Dividendrdquo412 n 17)
90 Ibid 41791 1859 is more representative of normal expectations than the (higher) 1860 rate which was
affected by international investor perceptions that America was about to descend into civil war92 Schwertrsquos index (HSUS Cj808) shows the dividend yield on US traded corporate stocks as
52 in 185993 Hawke and Reed ldquoRailway capitalrdquo 27194 As in the US we omit railway bond and loan capital which would add pound81889m ($409m)
bringing total rail capital to pound348130m (43 of GDP compared to 26 including rail bondsin the US)
95 Field ldquoLand Abundancerdquo 40996 Casson Worldrsquos first railway system Foreman-Peck and Millward Public and Private
Ownership 13ndash28 On the other hand Smith (ldquoLongestrdquo) reviews contemporary concerns ofcollateral damage from central rail planning mistakes in France
97 PoorHistory 226 421 580 More than half of all railway construction expenditure to 1845 inAmerica Belgium France Germany and the UK combined was in the UK alone (HobsonExport 116ndash17)
98 The 1861 Almanac shows pound43m paid-up capital (excluding large accumulated reserves) in104 UK joint-stock banks plus pound4m in Londonrsquos 15 colonial banks with sterling capital inNovember 1860 (authorrsquos calculation) Thirteen more joint-stock banks are listed withcapital unknown but were small with perhaps no more than pound1m capital in total Over a thirdof this pound48m capital (in the central bank and some others taking advantage of special chartersor post-1858 registration) had fully limited liability while others had fixed liabilities oncapital subscribed but not paid-up specified reserve liabilities or completely unlimitedliability All these figures exclude the capital of private bankers
99 Collins (Money 102) for rapidly declining bank capital-asset ratios in the UK100 Economist August 4 1860 842101 Secretary Banks 168 306102 Specialist bill brokers are also excluded from the UK commercial bank statistics Both they
and merchant banks in 1860 were largely unincorporated (Overend Gurney ndash infamously ndashonly became a limited company in 1865)
103 Burdett reports pound603m of paid-up capital at par in non-rail non-bank listed securities inJanuary 1853 rising to pound675m in January 1863 This includes some foreign companies andall corporate bonds (though at this time the totals for both were small outside the rail sector)and preference shares Hickson et al (ldquoRate of Returnrdquo) estimate the market value ofdomestic non-rail equities (excluding preferences debentures and infrequently-traded shares)on the LSE as pound626m in 1853 pound553m in 1860 and pound711m in 1863 figures which ndash bycomparison with Burdett ndash suggest non-rail equities were generally above par They alsoreport 322 equity securities (200 of them non-railway and non-bank) of 266 companies (banksand railways not separately enumerated) officially listed on the LSE in 1860 The number ofsuch companies listed would be lower than 200 if some issued two types of equity and higherif some only issued preference shares or debentures Such securities though common inrailways were still relatively rare elsewhere
104 Burdett (Official intelligence 1884) later listed more than 2000 UK companies with tradedsecurities a substantial majority not officially listed in London and there were many moreinfrequently-traded companies Of course provincial finance of canals and turnpikes had beenthe norm even before local stock exchanges existed formal provincial exchanges followedthe much larger sums involved in railway finance
105 In 1864 the par value of the paid-up capital of the 2479 limited liability companies formedunder the 1856 act by 1862 was pound3131m of which 165 was then in companies dissolved orbeing wound up (Shannon ldquoComingrdquo 379) and 512 companies formed in 1861ndash62 need tobe deducted from this Figure (Shannon ldquoFirst Five Thousandrdquo 421) while 966 need to beadded for companies registered under the 1844 Act which were probably larger Levi (ldquoOnJoint Stockrdquo) gives a figure of pound96m for the lsquonominalrsquo (authorised) capital of the 1655 newcompanies formed under the 1856 Act in 1856ndash60 but paid-up capital would have been less
106 As public capital markets were probably less centralised and developed in America a largermultiplier there might be appropriate
890 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
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at 1
145
15
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ary
2015
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
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at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
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lasg
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at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
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ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
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at 1
145
15
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ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
107 Harris Industrializing 195 following Harrisrsquos convention that Englandrsquos GDP was 80 ofthe UKrsquos SyllandashWright cite Harrisrsquos data not noting how close his total is to their figures forthe US flow in all special incorporations in 1790ndash1843 which surely overstates the extant USstock at the latter date They suggest deducting from Harrisrsquos figure the capital of three lsquooldmoneyed companiesrsquo presumably the Bank of England ($546m) South Sea Company($183m) and East India Company ($30m) ndash without explaining what they have against oldmoney ndash but this would only reduce the ratio slightly to 51
108 Privately funded turnpike trusts had taken over 17 of the road network from parishes by the1830s though there was then a gradual drift back to local government control (Bogart ldquoDidturnpike trustsrdquo 440) In Ireland where the system had peaked at 1300 miles there were only325 miles left in 1858 when turnpike trusts were abolished and the roads reverted to grandjury control (Broderick First Toll Roads 240 272)
109 This was when the registrar began publishing annual figures for the surviving stock ofregistered companies and we have data on the accumulated capital stock of statutorycompanies (Clifford History 266 492) leaving only royally chartered and remainingunauthorised companies to be estimated My estimate for UK corporate share capital for thatyear is 110 of GDP (148 including bonds)
110 Hannah (ldquoGlobal censusrdquo) suggests that though at par US corporate share capital (173 ofGDP) had overtaken the UKlsquos ratio (162) at market prices the UK remained ahead All ourcalculations for earlier years are in par values Casual inspection of 1860 stock prices suggeststhat they were a little below par in the UK and further below par in the US so it is possible thatour analysis at par flatters the US Fishlow (American Railroads 354) notes that a lot ofrailway stock had been sold at less than par in the 1850s Hilt (ldquoWhen didrdquo) also shows NYmarket prices below book values in 1826
111 Frere (Etudes I 128) suggests a Belgian level in the 312 extant SAs at the time of generalincorporation in 1873 of F1271m (213 of GDP) though this excludes commandites andmany (though not before the 1870s the majority of) Belgian railways which were state-owned
112 Competition in transport and capital markets (and some regulation of tolls and fares) led toquite low investor returns on capital invested in UK transport around 4 in turnpikes 35ndash45 in railways and 6 in canals (Bogart ldquoTransport Revolutionrdquo 23)
113 Cottrell Finance 75 105 Jefferys Business 57ndash8 75 105 118ndash9 142 Hannah Rise 19Alborn Conceiving Companies 129 203ndash4 Forbes ldquoLimited Liabilityrdquo Smart ldquoOnLimited Liabilityrdquo Johnson Making 122ndash6
114 Davis and North Institutional Change 138n They were presumably misled by the 1855legislation making limited liability available by simple registration not realising that othermeans of limiting liability were widely used earlier
115 Ferguson Great Degeneration 93116 Harris Industrializing 195 222 GDP figures from wwwmeasuringworthcom following
Harrisrsquos convention that England was 80 of Britain117 Kocka ldquoEntrepreneursrdquo 538ndash9118 Email to the author February 14 2013119 This suggests my conjectural Prussian estimates for an approximately 1200m thaler
(M3600m) flow of new incorporations before 1870 in Prussia (which had slightly more thanhalf Germanyrsquos population) may perhaps be too high or perhaps a large portion was lost orabsorbed in later AGs
120 Van der Borght Statistische Studien 217 I have added M120m to his (and other) totals toallow for the Reichsbank (an investor-owned utility which had replaced the Preussische Bankin 1875) Wagon Finanzielle Entwicklung 4 gives a figure of 1311 AGs with M39187mcapital for 1883 which suggests Borght omitted many small AGs not publishing balancesheets plus the effect of further rail nationalisation GDP from the Groningen Growth Projectwebsite assuming 1880 prices were 84 of 1913rsquos
121 Hannah ldquoGlobal Censusrdquo122 Notably the Hanse cities For experience of Napoleonic occupation driving faster German
trade development and encouraging investment in corporate (rather than ndash less trade-promoting ndash government) railways see Keller and Shiue ldquoLinkrdquo
123 Authorrsquos calculation of 45 (par) and 49 (market) of GDP from Anon ldquoLes Societesrdquo withthe addition of the Banque de France (Thery Valeurs 97) Bonds and loans are excluded (to
Business History 891
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
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at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
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nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
facilitate comparison with the US and UK figures for share capital alone) though Frenchcompanies (especially railways) had unusually high leverage including bonds would morethan double the French 1898 ratios No figures are given for commandites simples
124 Securities quoted on the Paris bourse in 1859 totalled only F8980m (Hautcoeur and Gallais-Hamonno Marche 227) and around three-fifths of these were corporate and governmentbonds leaving about F3592m for corporate equities (20 of 1859 GDP) There were alsoprovincial bourses and unquoted shares so this would be a minimum
125 However because the French state guaranteed railway bonds French railways were heavilyleveraged so their share capital was quite small
126 The best data are for physical measures (though it should be borne in mind that railwaybuilding was generally more expensive in Europe compare Table 3) in 1860 the US had49292 km of railway track (and more sparsely populated Canada a further modest 3359 km)and Europe 51862 km (of which the UK had 16787 km and more sparsely populatedGermany 11633 km France 9528 km and Austria-Hungary 4543 km and the rest 9371 km)with only small networks on other continents (their longest national systems in 1860 beingIndiarsquos with 1350 km and Cubarsquos with 604 km) see Woytinsky Welt V 34ndash7 By physicalmeasures the UK also led continental Europe in road and waterway investments (Bogartet al ldquoStaterdquo 87ndash94 Bogart ldquoTransportrdquo 11)
127 Picard Chemins de fer 16 This appears to be cumulative expenditure including that financedby bonds So ndash if we include railway bonds ndash the French level of 22 of GDP is a little belowthe US level of 26 and well below the British level of 43
128 von Schreiber Die preussischen 87 gives lower figure of 352m thalers I use Fremdlingrsquos(Eisenbahnen 28 184ndash5) upward adjustment which includes some state-controlled railways(which mainly issued bonds) US and UK GDPs at current prices from wwwmeasuringworthcom France F20684m GDP in 1860 at current prices from the Groningen website It ispossible that German railways were more highly valued by stock exchanges (see eg thefigures in Engel Die erwerbstatige) than US and UK ones and correcting for this would bringthe Prussian figures nearer British levels though it is a moot point how to interpret this (thepar value may be nearer to actual cost and the high stock market values might show the lowerlevels of competition in Germany which followed from its lower investment in competingrailways than the US and UK)
129 The SyllandashWright estimates for the flow of authorised capital refer to shares so I focused onthese for comparative purposes in the text The USrsquos somewhat higher leverage derives fromforeign investorsrsquo requirements given the difficulty of absentees influencing railwaygovernance and dividend policy and the clarity of the bond interest contract Following theFrench commercial panic of 1857 the government agreed to new guarantees of the interest onrailway bonds in 1859 and within a decade French railways (which had previously fundedtwo-thirds of their capital with shares) overwhelmingly relied for their expansion on bondswhich were almost as highly rated as government rentes (in 1856 only 32 of rail capital wasin bonds by December 1869 the capital of French railways on the Paris bourse was 72 inbonds at par 75 at market Congres International Rapport vol 2 9)
130 Bogart ldquoTransportrdquo 13 22131 Mitchell (International Historical Statistics) gives the share of GDP generated in agriculture
around 1860 as 45 in Germany 40 in France and 18 in the UK for the US his earliestfigure is 21 for 1869 The share of the US labour force in agriculture was much the same atboth dates (over 50) so the US was probably nearer to the UK in 1860 than it was to thecontinental European agrarian states It is debateable whether such an adjustment isappropriate for the UK did not consume less agricultural produce but rather procured itsbeaver skins from Hudsonrsquos Bay tea from Bombay wheat from Stettin and Odessa winefrom Bordeaux cotton from New Orleans rice from Charleston sugar from Jamaica and soon through (substantially British-owned) supply chains (including trading companiescommodity exchanges banks insurers ships railways and ports) that were more capital-intensive and more corporation-intensive
132 Casual inspection of newspapers and share indexes suggests that 1860 was generally a lowpoint for share prices with American stock prices below par and continental European onesabove and the UK somewhere in between
133 This is contested terrain I follow Lindert and Williamson (ldquoAmerican Incomesrdquo) rather thanMaddison on US living standards
892 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
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ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
134 Maddison (World Economy 436ndash7) puts the French GDP per head in real terms in 1860 at67 of the UKrsquos Prussiarsquos at 58
135 Based on their stated capital values for 22419 companies in the US 717 in the UK 265 inPrussia and 642 in France
136 As is suggested by the first figure for the extant stock of German AGs in 1883 which gave anaverage of M2989069 ($747267) paid-up capital Before free incorporation in 1870 and thenationalisation of major railways (the largest contemporary companies) in the previous fiveyears the mean would presumably have been larger especially if we exclude turnpikes
137 SyllandashWright kindly facilitated this comparison by providing this series omitting turnpikes(which are excluded from the British data and were generally small) and for appropriate dates(email from Robert Wright February 29 2012)
138 Authorrsquos calculation from the Freeman et al database The non-statutory companies in thedatabase were actually larger than statutory ones especially after 1825 while some USgeneral acts (such as New Yorkrsquos for manufacturing) limited incorporation by registration tothose below $100000 so to this extent the British lead in corporate size will be understatedHowever this is still not conclusive because SyllandashWright is a full population whileFreeman et al is a sample and the survival of archival and published references from whichthey draw it may be biased to larger companies
139 Authorrsquos calculation from the data in HSUS and Hunt Development 146 based on 469companies in Massachusetts 52 in New Jersey and 3503 in England though the capitalactually paid-up was less than that nominally registered (see n 73 above) Most of the UKcompanies were not offered to the public for the 876 that were the mean size of their capitalwas higher pound426062 authorised and pound306115 offered In Massachusetts the mean capital ofnew charters was only $51225 in 1851 peaked in 1864 at $252172 but by 1889 had fallen to$45705 (Falkner ldquoStatisticsrdquo 60ndash61) Some UK registered companies were alsosurprisingly small the average size of the 2479 UK companies registered between 1856and 1862 was only pound12630 paid-up (Shannon ldquoComingrdquo 379)
140 English Complete View Excluding insurance companies (with more than pound25m capital)whose numbers are not given by Spackman (Morgan and Thomas Stock Exchange 279)
141 English Complete View 31 Hilt ldquoWhen didrdquo 663 Both are biased to the major commercialcentre and so may overstate the national average but Englishrsquos data are more seriously biasedby including only companies with traded or publicly offered shares
142 Freedeman Joint Stock 82 for France earlier text figures for Prussia UK and US estimatingthere were 300 US railroads and 100 in the UK in 1860 SyllandashWrightrsquos data for railroadincorporations 1825ndash60 suggest a lower mean US railway size below $09m Hickson et al(ldquoRate of returnrdquo) report the average LSE-traded rail security 1825ndash70 had an even highermarket value of pound361m (an underestimate since some railroads issued more than one equitysecurity)
143 Dobbin Forging 25144 Equity market capitalisations from Hickson et al (ldquoRate of Returnrdquo 37) In the US Treasury
list of 1853 the largest gas company Manhattan Gas Lighting had $13m paid-in sharecapital (of $2m authorised) and the Chesapeake amp Ohio Canal $82m paid-in capital (the Eriewas state-owned and financed by bonds) In the 1860s things began to change Western Union(the 1865 merger of Morse systems with the equivalent of pound8m share capital and pound1m bondssee Economist October 2 1869 1164) was bigger than the largest British cable company(Submarine Cable which had laid the cross-channel cable in 1853 capitalised at pound66m in1870) though the UK government had nationalised all domestic telegraph corporations in1868ndash70 so only international traffic was open to the private sector in Britain (and most ofEurope)
145 See n 85 above146 Freedeman (Joint Stock 82 118) shows bank and insurance SAs formed in France in 1847ndash
59 averaged F4794340 ($958868) capital and banks formed in 1860ndash66 averagedF341811818 ($6836364) On other banks around 1860 compare n 53 above The averagebank traded on the LSE in 1825ndash70 (Hickson et al ldquoRate of Returnrdquo excluding the Bank ofEngland) had an equity market capitalisation of pound640000 ($32m)
147 Hunt Development 150 Engel Die erwerbstatigen 10 Freedeman Joint Stock 82 Thecapital actually offered to the public by the UK companies was lower than that authorised atpound229339 ($1146694) per company we do not have equivalent figures for the other
Business History 893
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
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Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
countries Even if we assume that British manufacturers incorporating but not offering sharesto the public (ie that remained private close companies) numbered three times as many andeach had only pound1 capital the average British manufacturing corporation remains largerMoreover the manufacturing firms under US general acts were probably smaller than theSyllandashWright average in New York for example the general act of 1811 did not permitincorporations with more than $100000 capital
148 Joseph Whitworth in Rosenberg ed American System 338149 For the 1880s see Yonekawa (ldquoGrowthrdquo 4) the US did not catch up until around 1913 (ibid
10)150 Hilt ldquoWhen didrdquo 664 This may overstate shareholder dispersion shareholder lists could be
found only for a minority of companies and it is unclear whether survival is size-related151 Hilt ldquoWhen didrdquo 663ndash4152 London companies can be traced in the twice-weekly Course of the Exchange and later more
comprehensively in Burdettrsquos Official Intelligence US companies can be traced in localnewspapers from which Sylla is assembling an impressive additional database
153 Evans British Corporation Finance 26 Thomas Stock Exchanges 140154 Anon Return155 Neymarck Ce qursquoon appelle 8 This understates the totals by excluding bearer shares156 It was probably not until the early twentieth century that the number of stock-exchange traded
companiesrsquo shareholders first exceeded a million about 1 of the US and 2 of the UKpopulation (Hannah and Rutterford ldquoWhen didrdquo)
157 Yonekawa ldquoGrowthrdquo 26 Toms ldquoProducer co-operativesrdquo On the other hand there isevidence of quite widespread shareholding in (mainly unlisted) companies in PennsylvaniaMassachusetts and elsewhere in the early days of the republic and much of that continued inlocal US banks and utilities
158 Eg Wright ldquoBank Ownershiprdquo159 First Annual Report of the Directors of the Pennsylvania Railroad Company 10 This hardly
matched the reported 24000 subscribers in Lyons alone to a French railway issue in 1844(Colling Bourse 234)
160 originally municipally owned by the city of Troy which had sold it to one of the mergernegotiators in 1852
161 Stevens Beginnings 352162 Foreman-Peck and Hannah ldquoExtreme divorcerdquo163 North Wallis and Weingast Violence Acemoglu and Robinson Why Hoffman Postel-
Vinay and Rosenthal Surviving Wright Corporation Nation164 Smith ldquoLongestrdquo165 For a persuasive rebuttal of the persistent strand in the literature projecting back modern
relative capitalndashoutput and capitalndashlabour ratios onto nineteenth-century US and UKbusiness see Field ldquoLand Abundancerdquo
166 Canada Australasia Singapore and Hong Kong are other candidates167 Johnson Making Wright Corporation Mayer Firm
Notes on contributor
Leslie Hannah is Professor of Economic History at the London School of Economics and a frequentcontributor to this journal
References
Acemoglu D and J Robinson Why Nations Fail The Origins of Power Prosperity and PovertyNY Crown 2012
Acheson G G C R Hickson and J D Turner ldquoDoes Limited Liability Matter Evidence fromNineteenth Century British Bankingrdquo Review of Law and Economics 6 no 2 (2010) 247ndash273
Alborn T L Conceiving Companies Joint Stock Politics in Victorian England London Routledge1998
Anderson G M and R D Tollison ldquoThe Myth of the Corporation as a Creation of the StaterdquoInternational Review of Law and Economics 3 no 2 (1983) 107ndash120
Andras H W Historical Review of Life Assurance London Layton 1912
894 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
Angell J K and S Ames A Treatise on the Law of Private Corporations Aggregate Boston MAHilliard Gray Little amp Wilkins 1832
Anon Return of the Number of Proprietors in each Railway Company in the UK 31 December 1855(BPP 1856 LIV)
Anon ldquoLes Societes Francaises drsquoapres leur objetrdquo [French Companies by Sector] Bulletin deStatistique et de la Legislation Comparee 49 (1901) 559ndash601
Banner S Anglo-American Securities Regulation Cultural and Political Roots 1690ndash1860Cambridge CUP 1998
Bartlett Thomas A Treatise on British Mining London Lombard Street 1850Berle A A and G C Means The Modern Corporation and Private Property New York
Commerce Clearing House 1932Blair M M ldquoLocking in Capital What Corporate Law achieved for business organizers in the
Nineteenth Centuryrdquo UCLA Law Review 51 (2003) 387ndash455Bodenhorn H ldquoVoting Rights Share Concentration and Leverage at Nineteenth Century US
Banksrdquo NBER Working paper 17808 February 2012Bogart D ldquoDid Turnpike Trusts Increase Transportation Investment in Eighteenth Century
Englandrdquo Journal of Economic History 65 no 2 (June 2005) 439ndash468Bogart D ldquoThe Transport Revolution in Industrializing Britain A Surveyrdquo UC Irvine Department
of Economics working paper 2013Bogart D M Drelichman O Gelderboom and J-L Rosenthal ldquoState and Private Institutionsrdquo
In Cambridge Economic History of Modern Europe I 1700ndash1870 edited by S Broadberryand K H OrsquoRourke 70ndash95 Cambridge CUP 2010
Bosselmann K Die Entwicklung des deutschen Aktienwesens im 19 Jahrhundert [The Growth ofGerman Shareholding in the Nineteenth Century] Berlin de Gruyter 1930
Broderick D The First Toll Roads Irelandrsquos Turnpike Roads 1729ndash1858 Cork Collins 2002Burdett Henry C Official Intelligence for 1882 vol 1 London Couchman 1882Burdett Henry C Official Intelligence for 1884 vol 2 London II Effingham Wilson 1884Burns A R ldquoJoint Stock Companiesrdquo Encylopaedia of the Social Sciences vol 4 411ndash413
NY Macmillan 1932Campbell R H ldquoThe Law on Joint Stock Companies in Scotlandrdquo In Studies in Scottish Business
History edited by P L Payne 136ndash151 London Cass 1967Casson M The Worldrsquos First Railway System Enterprise Competition and Regulation in the
Railway Network in Victorian Britain Oxford OUP 2009Christie J R ldquoJoint Stock Enterprise in Scotland before the Companies Actrdquo Juridical Review 21
no 2 (1909) 128ndash147Clifford F A History of Private Bill Legislation Butterworth London vol 1 1885 vol 2 1887Colling A La Prodigieuse Histoire de la Bourse [The Amazing History of the Stock Exchange]
Paris SEF 1949Collins M Money and Banking in the UK a history London Croom Helm 1988Congres International des Valeurs Mobilieres Rapport vol 2 Paris Dunod 1900Cottrell P L Industrial Finance 1830ndash1914 London Methuen 1979Davis L and D C North Institutional Change and American Economic Growth Cambridge CUP
1971Davis R The Rise of the English Shipping Industry in the Seventeenth and Eighteenth Centuries
Newton Abbott David amp Charles 1962Dobbin F Forging Industrial Policy the US Britain and France in the Railway Age NY CUP
1994Dodd E M American Business Corporations to 1860 With Special Reference to Massachusetts
Cambridge MA HUP 1954Dupuichault R Loi norvegienne du 19 juillet 1910 sur les societes anonymes et les societes en
commandite par actions [Norwegian Law of 19 July 1910 on Corporations and LimitedPartnerships with Shares] Paris Pedone 1912
Engel E Die erwerbstatigen juristischen Personen insbesondere die Actiengesellschaften impreussischen Staate [Legal Personhood particularly in Prussian Corporations] Berlin RoyalStatistical Bureau Press 1876
English H A Complete View of the Joint-Stock Companies Formed During the Years 1824 and1825 London Boosey amp Sons 1827
Business History 895
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
Evans D M The Banking Almanac Directory Year Book and Diary for 1861 LondonGroombridge 1860
Evans G H British Corporation Finance 1775ndash1850 Baltimore JHUP 1936Evans G H Business Incorporations in the United States 1800ndash1943 London NBER 1948Falkner R P ldquoStatistics of Private Corporationsrdquo Publications of the American Statistical
Association 2 no 10 (June 1890) 50ndash67Ferguson N The Great Degeneration London Allen Lane 2012Field A J ldquoLand Abundance InterestProfit Rates and Nineteenth-century American and British
technologyrdquo Journal of Economic History 43 no 2 (June 1983) 405ndash431Fishlow A American Railroads and the Transformation of the Antebellum Economy Cambridge
MA HUP 1966Forbes K F ldquoLimited Liability and the Development of the Business Corporationrdquo Journal of Law
Economics and Organization 2 no 1 (Spring 1986) 163ndash177Foreman-Peck J and L Hannah ldquoExtreme Divorce The Managerial Revolution in UK Companies
Before 1914 1rdquo Economic History Review 65 no 4 (2012) 1217ndash1238Foreman-Peck J and R Millward Public and Private Ownership of British Industry 1820ndash1990
Oxford Clarendon Press 1994Freedeman C R Joint Stock Enterprise in France 1807ndash1867 Chapel Hill NC UNC Press 1979Freeman M R Pearson and J Taylor Shareholder Democracies Corporate Governance in
Britain and Ireland before 1850 Chicago IL University of Chicago Press 2012Fremdling R Eisenbahnen und deutsches Wirtschaftswachstum 1840ndash1879 [Railways and German
Economic Growth 1840ndash1879] Gesellschaft fur westfalische Dortmund Wirtschafts-geschichte 1985
French E A ldquoThe Origin of General Limited Liability in the United Kingdomrdquo Accounting andBusiness Research 21 no 81 (1990) 15ndash34
Frere L Etudes Historiques des Societes Anonymes Belges [Historical Studies on BelgianCompanies] Brussels Desmet-Verteneuil 1938
Gatty R Portrait of a Merchant Prince James Morrison 1759ndash1857 Allerton Pepper Norton ndGetzler J and M Macnair ldquoThe Firm as an Entity Before the Companies Actsrdquo In Adventures of
the Law Proceedings of the Sixteenth British Legal History Conference 2003 edited byP Brand K Costello and W N Osborough 267ndash288 Dublin Four Courts Press 2005
Glaeser E L and C Goldin Corruption and Reform Lessons From Americarsquos Economic HistoryChicago IL UCP 2006
Gommel R H Pohl and G Jachmich Deutsche Borsengeschichte [History of German StockExchanges] Frankfurt Knapp 1992
Guinnane T R Harris N Lamoreaux and J L Rosenthal ldquoPouvoir et propriete dans lrsquoentreprisepour une histoire internationale des societies a responsabilite limiteerdquo [Ownership and Controlof the Enterprise towards an international history of limited liability companies] Annales 63no 1 (2008) 73ndash110
Handlin O and M F Handlin Commonwealth A Study of Government in the American EconomyMassachusetts 1774ndash1861 NY NYUP 1947
Hannah L The Rise of the Corporate Economy London Methuen 1983Hannah L ldquoA Global Census of Corporations in 1910rdquo University of Tokyo Discussion paper
CIRJE F-B77 February 2013Hannah L and J Rutterford ldquoWhen Did US lsquoShareholder Democracyrsquo Overtake the UK Equity
Shareholding 1890ndash1970rdquo (forthcoming)Hansmann H R Kraakman and R Squire ldquoLaw and the Rise of the Firmrdquo Harvard Law Review
119 (March 2006) 1333ndash1403Harris R Industrializing English law entrepreneurship and business organization 1720ndash1844
Cambridge CUP 2000Hawke G R and M C Reed ldquoRailway Capital in the United Kingdom in the Nineteenth Centuryrdquo
Economic History Review 22 no 2 (August 1969) 269ndash286Heckscher Eli Mercantilism 2 vols London Allen amp Unwin 1935Hessen Robert In Defense of the Corporation Stanford CA Hoover Institution Press 1979Hickson C R J D Turner and Qing Ye ldquoThe Rate of Return on Equity across Industrial Sectors
on the British Stock Market 1825ndash70rdquo Economic History Review 64 no 4 (November 2011)1218ndash1241
896 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
Hilt E ldquoWhen Did Ownership Separate From Control Corporate Governance in the EarlyNineteenth Centuryrdquo Journal of Economic History 68 no 3 (September 2008) 645ndash685
Hobson C K The Export of Capital London Constable 1914Hoffman P T G Postel-Vinay and J-L Rosenthal Surviving Large Losses Financial Crises the
Middle Class and the Development of Capital Markets Cambridge MA HUP 2007Hohorst G Wirtschaftlicheswachstum und Bevolkerungsentwicklung in Preussen [The Growth of
the Economy and Population of Prussia] NY Arno Press 1977 1816 bis 1914Hunt B C The Development of the Business Corporation in England 1800ndash1867 Cambridge MA
HUP 1936Jantzen JDie freiwillige Verausserung von Schiffen und Schiffsparten [The Voluntary Alienation of
Ships and Ship Shares] Leipzig Gerhardt 1911Jaremski M S and P Rousseau ldquoBanks Free Banks and US Economic Growthrdquo NBER Working
Paper no 18021 April 2012Jefferys J B Business Organisation in Great Britain 1856ndash1914 NY Arno Press 1971Jobert P Les Entreprises aux XIXe et XXe Siecles [Enterprises in the 19th and 20th Centuries]
Paris Presses de lrsquoEcole Normale Superieure 1991Johnson P Making the Market Victorian Origins of Corporate Capitalism Cambridge MA CUP
2010Keller W and C H Shiue ldquoThe Link Between Fundamentals and Proximate Factors in
Developmentrdquo NBER working paper 18808 Feb 2013Kessler A D ldquoLimited Liability in Context Lessons from the French Origins of the American
Limited Partnershiprdquo Journal of Legal Studies 32 no 2 (June 2003) 511ndash548Kocka J ldquoEntrepreneurs and Managers in German Industrializationrdquo In The Cambridge Economic
History of Europe vii pt i The Industrial Economies Capital Labour and Enterprise editedby M M Postan D C Coleman and P Mathias 492ndash589 Cambridge CUP 1978
Lamoreaux N R ldquoScylla or Charybdis Historical Reflections on Two Basic Problems of CorporateGovernancerdquo Business History Review 83 no 1 (Spring 2009) 9ndash34
Lastig G Die Accomendatio und benachbarte Rechtsinstitute die Grundform der heutigenKommanditgesellschaften in ihrer Gestaltung vom XIII bis XIX Jahrhundert [The Commendaand Similar Institutions the origins of Limited Liability Partnerships from the 13th to the 19thCenturies] Halle Waisenhauses 1907
lsquoLeverrsquo The Railway and the Mine Leverrsquos Illustrated Year Book London Lever 1861Levi L ldquoOn Joint Stock Companiesrdquo Journal of the Statistical Society of London 33 no 1 (March
1870) 1ndash41Lindert P and H G Williamson ldquoAmerican Incomes before and after the Revolutionrdquo 2011
NBER Working Paper 17211Livermore S Early American Land Companies and their Influence on Corporate Development
London OUP 1939Maddison A The World Economy Paris OECD 2006May T E A Treatise on the Law Privileges Proceedings and Usages of Parliament London
Knight 1844Mayer C Firm Commitment Why the Corporation is Failing Us and How to Restore Trust in It
Oxford OUP 2013Michie R CMoney Mania and Markets Investment Company Formation and the Stock Exchange
in Nineteenth Century Scotland Edinburgh Donald 1981Neymarck A Apercus Financiers 1868ndash72 [Financial Surveys 1868-1872] Paris Dentu 1872Neymarck A Ce qursquoon appelle la Feodalite Financiere Le Classement et la Repartition des
Actions et des Obligations des Chemins de Fer de 1860 a 1900 [So-called Financial Feudalismthe classification and distribution of French railway securities] Paris Guillaumin 1902
North D C J J Wallis and B RWeingast Violence and Social Orders A Conceptual Frameworkfor Interpreting Recorded Human History NY CUP 2009
Ostergaard Charlotte and David C Smith ldquoCorporate Governance before there was Corporatelawrdquo University of Virginia Working Paper April 2011
Pargendler M and H Hansmann ldquoA New View of Shareholder Voting in the Nineteenth CenturyEvidence From Brazil England and Francerdquo Business History 55 no 4 (2013) 585ndash602 onlinepublication DOI101080000767912012741972
Passow Richard Die wirtschafliche Bedeutung und Organisation der Aktiengesellschaft [TheEconomic Meaning and Organisation of the Corporation] Jena Fischer 1907
Business History 897
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
Picard A Les chemins de fer francais [French Railways] Paris Rothschild 1884Poor H V History of the Canals and Railroads of the United States vol 1 NY Schultz 1860Radtke W Die preussische Seehandlung zwischen Staat und Wirtschaft in der Fruhphase der
Industrialisierung [The Prussian Maritime Bank between Government and Business during earlyIndustrialisation] Berlin Colloquium 1981
Rauchberg H Die Berufs- und Gewerbezahlung im Deutschen Reich vom 14 Juni 1895 [TheOccupational and Industrial Census of the German Empire of 14 June 1895] Berlin Heymanns1901
Riesser J Die deutschen Grossbanken [The German Great Banks] Jena Fischer 1910Rosenberg N ed The American System of Manufactures Edinburgh EUP 1969Schauer C Die Preussische Bank [The Bank of Prussia] Halle Heinrich John 1912Schwartz A J ldquoGross Dividend and Interest Payments by Corporations at Selected Dates in the
Nineteenth Centuryrdquo NBER Trends in the American Economy in the Nineteenth Century407ndash448 Princeton PUP 1960
Secretary of the Treasury Report the Amount of American Securities held in Europe and otherforeign countries on the 30th June 1853 Executive Document no 42 33rd Congress 1st sessionWashington DC 1854 reprinted in Mira Wilkins ed Foreign Investments in the United StatesArno Press New York 1977 pp 1ndash53
Secretary of the Treasury Report Banks of the Country March 1861 vol no 1101 session vol no10 38th Congress 2nd session executive document 77 Washington GPO 1861
Shannon H A ldquoThe Coming of General Limited Liabilityrdquo Economic History II no 6 (January1931) 267ndash291
Shannon H A ldquoThe First Five Thousand Limited Liability Companies and their DurationrdquoEconomic History II no 7 (January 1932) 396ndash324
Shannon H A ldquoThe Limited Companies of 1886ndash1883rdquo Economic History Review 4 no 3(October 1933) 290ndash316
Smart Michael ldquoOn Limited Liability and the Development of Capital Markets An HistoricalAnalysisrdquo University of Toronto Working paper June 1996
Smith C O ldquoThe Longest Run Public Engineers and Planning in Francerdquo American HistoricalReview 95 no 3 (June 1990) 657ndash692
Stalson J O Marketing Life Insurance Its History in America Cambridge MA HUP 1942Stevens F W The Beginnings of the New York Central Railroad a History NY Putnamrsquos Sons
1926Sylla R and R Wright ldquoCorporation Formation in the Antebellum United States in Comparative
Contextrdquo Business History 55 no 4 (2013) 653ndash669TaylorGR and IDNeuTheAmericanRailroadNetwork1861ndash1890 CambridgeMAHUP 1956Taylor J Creating Capitalism Joint-Stock Enterprise in British Politics and Culture 1800ndash1870
Woodbridge Boydell 2006Thery E Les Valeurs Mobilieres en France [Securities in France] Paris Economiste Europeen
1897Thieme H ldquoStatistische Materialien zur Konzessionierung von Aktiengesellschaften in Preussen bis
1867rdquo [Statistical Materials on Corporate Chartering in Prussia before 1867] Jahrbuch furWirtschaftsgeschichte 2 (1960) 285ndash300
Thomas W A The Stock Exchanges of Ireland Liverpool Cairns 1986Toms S ldquoProducer Co-operatives and Economic Efficiency Evidence from the Nineteenth-century
Cotton Textile Industryrdquo Business History 54 no 6 (October 2012) 855ndash882Van der Borght R Statistische Studien uber die Bewahrung der Actiengesellschaften Jena Fischer
1883van Fenstermaker J The Development of American Commercial Banking 1782ndash1937 Ohio Kent
State University Press 1965von Schreiber K Die preussischen Eisenbahnen und ihr Verhaltniss zum Staat 1834ndash1874
[Prussian Railways and their relations with the State 1834ndash1874] Berlin Ernst amp Korn 1874Walford C ldquoOn Fires and Fire Insurance considered under their Historical Financial Statistical and
National Aspectsrdquo Journal of the Statistical Society 40 no 3 (September 1877) 347ndash431Weber Warren E ldquoEarly State Banks in the United States How Many Were There and When Did
They Existrdquo Journal of Economic History 66 no 2 (June 2006) 433ndash455Williams O C The Historical Development of Private Bill Procedure and Standing Orders in the
House of Commons vol 1 London HMSO 1948
898 L Hannah
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-
Worms E Les Societes par Actions et Operations de Bourse [Corporations and Stock ExchangeTransactions] Paris Cotillon 1867
Wright R E ldquoBank Ownership and Lending Patterns in New York and Pennsylvania 1781ndash1831rdquoBusiness History Review 73 no 1 (Spring 1999) 40ndash60
Wright R E Corporation Nation Philadelphia University of Philadelphia Press 2014Yonekawa S ldquoThe Growth of Cotton Spinning Firms A Comparative Studyrdquo In The Textile
Industry and its Business Climate edited by Yonekawa and A Okochi 1ndash44 TokyoUniversity of Tokyo Press 1982
Business History 899
Dow
nloa
ded
by [
Uni
vers
ity o
f G
lasg
ow]
at 1
145
15
Janu
ary
2015
- Abstract
- Is the `Corporation the same everywhere
- Counting new incorporations
- Counting the corporate capital stock ca 1860
- Companies large and small
- A perspective on implications
- Notes
- References
-