Corporations in the US and Europe 1790–1860

37
This article was downloaded by: [University of Glasgow] On: 15 January 2015, At: 11:45 Publisher: Routledge Informa Ltd Registered in England and Wales Registered Number: 1072954 Registered office: Mortimer House, 37-41 Mortimer Street, London W1T 3JH, UK Click for updates Business History Publication details, including instructions for authors and subscription information: http://www.tandfonline.com/loi/fbsh20 Corporations in the US and Europe 1790–1860 Les Hannah a a CIRJE, University of Tokyo and London School of Economics, Economic History, Houghton St, London, WC2A 2AE, United Kingdom Published online: 13 Dec 2013. To cite this article: Les Hannah (2014) Corporations in the US and Europe 1790–1860, Business History, 56:6, 865-899, DOI: 10.1080/00076791.2013.837893 To link to this article: http://dx.doi.org/10.1080/00076791.2013.837893 PLEASE SCROLL DOWN FOR ARTICLE Taylor & Francis makes every effort to ensure the accuracy of all the information (the “Content”) contained in the publications on our platform. However, Taylor & Francis, our agents, and our licensors make no representations or warranties whatsoever as to the accuracy, completeness, or suitability for any purpose of the Content. Any opinions and views expressed in this publication are the opinions and views of the authors, and are not the views of or endorsed by Taylor & Francis. The accuracy of the Content should not be relied upon and should be independently verified with primary sources of information. Taylor and Francis shall not be liable for any losses, actions, claims, proceedings, demands, costs, expenses, damages, and other liabilities whatsoever or howsoever caused arising directly or indirectly in connection with, in relation to or arising out of the use of the Content. This article may be used for research, teaching, and private study purposes. Any substantial or systematic reproduction, redistribution, reselling, loan, sub-licensing, systematic supply, or distribution in any form to anyone is expressly forbidden. Terms &

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

Click for updates

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

PLEASE SCROLL DOWN FOR ARTICLE

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

This article may be used for research teaching and private study purposes Anysubstantial or systematic reproduction redistribution reselling loan sub-licensingsystematic supply or distribution in any form to anyone is expressly forbidden Terms amp

Conditions of access and use can be found at httpwwwtandfonlinecompageterms-and-conditions

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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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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

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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

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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)

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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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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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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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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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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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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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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

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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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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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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nloa

ded

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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

Dow

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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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by [

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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

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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

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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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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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nloa

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by [

Uni

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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

Dow

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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

Conditions of access and use can be found at httpwwwtandfonlinecompageterms-and-conditions

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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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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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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

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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

Dow

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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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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

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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)

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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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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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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

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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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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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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

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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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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15

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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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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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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

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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

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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

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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

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

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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

Dow

nloa

ded

by [

Uni

vers

ity o

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lasg

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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

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Uni

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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

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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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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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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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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

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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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

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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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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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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nloa

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Uni

vers

ity o

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lasg

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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

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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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Uni

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lasg

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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

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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

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

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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

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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

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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

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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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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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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

880 L Hannah

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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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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

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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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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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

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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nloa

ded

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Uni

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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

nloa

ded

by [

Uni

vers

ity o

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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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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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  • 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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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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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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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

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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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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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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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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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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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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

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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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

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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ded

by [

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145

15

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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

Dow

nloa

ded

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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

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nloa

ded

by [

Uni

vers

ity o

f G

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

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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

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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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Uni

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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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ary

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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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  • 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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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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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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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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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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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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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

880 L Hannah

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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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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

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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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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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

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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nloa

ded

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Uni

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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

nloa

ded

by [

Uni

vers

ity o

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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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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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  • 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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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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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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ary

2015

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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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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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

880 L Hannah

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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

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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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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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

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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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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

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Uni

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lasg

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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

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Uni

vers

ity o

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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

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lasg

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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

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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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)

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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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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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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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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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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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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

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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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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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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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

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

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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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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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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

ded

by [

Uni

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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

nloa

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vers

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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

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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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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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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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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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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

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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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15

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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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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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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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nloa

ded

by [

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145

15

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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

Dow

nloa

ded

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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

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ded

by [

Uni

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ity o

f G

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

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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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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

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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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

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145

15

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ary

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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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  • 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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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

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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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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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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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

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

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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

888 L Hannah

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15

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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

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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

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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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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

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

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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

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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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15

Janu

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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

by [

Uni

vers

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lasg

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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

ded

by [

Uni

vers

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f G

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

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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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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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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

880 L Hannah

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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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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

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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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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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

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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nloa

ded

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Uni

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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

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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

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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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Uni

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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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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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  • 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

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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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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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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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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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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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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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

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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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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ded

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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

Dow

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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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nloa

ded

by [

Uni

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ity o

f G

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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

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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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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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Dow

nloa

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by [

Uni

vers

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lasg

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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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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

Dow

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145

15

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ary

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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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  • 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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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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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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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

Dow

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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

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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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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-

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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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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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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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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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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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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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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

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Uni

vers

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lasg

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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

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Uni

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ity o

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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

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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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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

Dow

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ded

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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

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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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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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

Dow

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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

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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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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-

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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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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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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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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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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

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Uni

vers

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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

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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

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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

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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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145

15

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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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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

Dow

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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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Uni

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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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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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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

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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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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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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nloa

ded

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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

Dow

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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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by [

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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

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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

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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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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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by [

Uni

vers

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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

Dow

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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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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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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

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15

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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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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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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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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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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

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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nloa

ded

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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

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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

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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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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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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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  • 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

Business History 879

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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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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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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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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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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

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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

888 L Hannah

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145

15

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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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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

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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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

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nloa

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Uni

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ity o

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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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Uni

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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

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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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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

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

by [

Uni

vers

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lasg

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at 1

145

15

Janu

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

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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

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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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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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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nloa

ded

by [

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15

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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

Dow

nloa

ded

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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

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ded

by [

Uni

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ity o

f G

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

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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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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

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

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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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Uni

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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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  • 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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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

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

Dow

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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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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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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

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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

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nloa

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Uni

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ity o

f G

lasg

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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

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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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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

nloa

ded

by [

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vers

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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

Business History 883

Dow

nloa

ded

by [

Uni

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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

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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

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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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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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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

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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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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

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Uni

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lasg

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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

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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

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

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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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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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

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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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

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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

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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

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

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Dow

nloa

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Uni

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lasg

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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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  • 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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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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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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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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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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nloa

ded

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Uni

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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

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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

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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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Uni

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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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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

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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

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

886 L Hannah

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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

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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

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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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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

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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]

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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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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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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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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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

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

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Uni

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ity o

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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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nloa

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Uni

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ity o

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lasg

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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

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Uni

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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

nloa

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by [

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15

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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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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

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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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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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nloa

ded

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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

Dow

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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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by [

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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

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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

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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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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

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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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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

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by [

Uni

vers

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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

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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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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

Dow

nloa

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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

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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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nloa

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Uni

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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

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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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lasg

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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

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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

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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ded

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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

Dow

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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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nloa

ded

by [

Uni

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ity o

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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

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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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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

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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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

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nloa

ded

by [

Uni

vers

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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

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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

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

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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

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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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by [

Uni

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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

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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

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Uni

vers

ity o

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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

Dow

nloa

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by [

Uni

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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

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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

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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

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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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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Uni

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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

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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

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

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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

nloa

ded

by [

Uni

vers

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lasg

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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

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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

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

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

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