Company Law, Corporate Governance and Business History

Overview

Business historians have long focused on topics of corporate governance and company law; questions about how firms are regulated are intertwined with studies of growth, failure, entrepreneurship and the social legitimacy of business. Those working on corporate governance and company law in a contemporary setting have often used historical lenses to consider how these subjects have developed through time and space. This collection identifies and sets out some of the key pieces. Yet, it is by no means inexhaustive – not least because this is an active, innovative and lively research area.

The articles included here are divided broadly by time period with the first section focusing on the early modern period to the 19th century, the second on the first half of the 20th century and the third considering developments from the 1950s to the present. Context is key in understanding the historical events that unfolded. The socio-economic mores of the time influenced how actors behaved; how they interpreted and reacted to what took place. In other words, the past is understood here on its own terms and without conflating it with the present.

Indeed, there is good reason for this collection to follow such an approach. While enterprises have always traded multinationally across a variety of jurisdictions and through different legal systems, the size of businesses has changed over the course of these centuries. The growth of large-scale corporations has brought about changes in the structure of socio-economic relations, a separation between share ownership and control, an increasingly impersonal relationship between employer and worker, and substantial inequalities in wealth, information and power. As business and society changed, different regulatory issues came to the fore and so take centre stage at different points of time. The articles included here consider how these issues have been regulated by corporate governance mechanisms and company law.

Collection Editors

Dr Victoria Barnes, Max Planck Institute for Legal History and Legal Theory

Dr Jennifer Trinks, Max Planck Institute for Comparative and International Private Law

Professor Sally Wheeler OBE, MRIA, FaCSS ANU College of Law, Australian National University

Section 1

  1. Mark Freeman, Robin Pearson, and James Taylor, “Law, Politics and the Governance of English and Scottish Joint-Stock Companies, 1600–1850,” Business History 55, no. 4 (June 1, 2013): 636–52, https://doi.org/10.1080/00076791.2012.741971; 
  2. Eric Hilt, “Shareholder Voting Rights in Early American Corporations,” Business History 55, no. 4 (June 1, 2013): 620–35, https://doi.org/10.1080/00076791.2012.741975;
  3. Mariana Pargendler and Henry Hansmann, “A New View of Shareholder Voting in the Nineteenth Century: Evidence from Brazil, England and France,” Business History 55, no. 4 (June 1, 2013): 585–600, https://doi.org/10.1080/00076791.2012.741972; 
  4. Richard Sylla and Robert E. Wright, “Corporation Formation in the Antebellum United States in Comparative Context,” Business History 55, no. 4 (June 1, 2013): 653–69, https://doi.org/10.1080/00076791.2012.741977; 
  5. Les Hannah, “Corporations in the US and Europe 1790–1860,” Business History 56, no. 6 (August 18, 2014): 865–99, https://doi.org/10.1080/00076791.2013.837893;
  6. Victoria Barnes and Lucy Newton, “How Far Does the Apple Fall from the Tree? The Size of English Bank Branch Networks in the Nineteenth Century,” Business History 60, no. 4 (May 19, 2018): 447–73, https://doi.org/10.1080/00076791.2017.1323883

Section 2

  1. J. R. Edwards and K. M. Webb, “The Influence of Company Law on Corporate Reporting Procedures, 1865–1929: An Exemplification,” Business History 24, no. 3 (November 1, 1982): 259–79, https://doi.org/10.1080/00076798200000051
  2. Carsten Burhop, “No Need for Governance? The Impact of Corporate Governance on Valuation, Performance and Survival of German Banks during the 1870s,” Business History 51, no. 4 (July 1, 2009): 569–601, https://doi.org/10.1080/00076790903006463; 
  3. Graeme G. Acheson, Charles R. Hickson, and John D. Turner, “Organisational Flexibility and Governance in a Civil-Law Regime: Scottish Partnership Banks during the Industrial Revolution,” Business History 53, no. 4 (July 1, 2011): 505–29, https://doi.org/10.1080/00076791.2011.574690; 
  4. Janette Rutterford, “‘Propositions Put Forward by Quite Honest Men’: Company Prospectuses and Their Contents, 1856 to 1940,” Business History 53, no. 6 (October 1, 2011): 866–99, https://doi.org/10.1080/00076791.2011.590932; 
  5. Ron Harris and Naomi R. Lamoreaux, “Opening the Black Box of the Common-Law Legal Regime: Contrasts in the Development of Corporate Law in Britain and the United States in the Late Nineteenth and Early Twentieth Centuries,” Business History 61, no. 7 (October 3, 2019): 1199–1221, https://doi.org/10.1080/00076791.2018.1501027; 
  6. Chantal S. Game, Lisa M. Cullen, and Alistair M. Brown, “Origins Resting behind Banking Financial Accountability of Paragraphs 78 to 82 of the First Schedule of the Companies Act 1862 (UK),” Business History 0, no. 0 (February 12, 2020): 1–25, https://doi.org/10.1080/00076791.2020.1718109

Section 3

  1. Richard Roberts, “Regulatory Responses to the Rise of the Market for Corporate Control in Britain in the 1950s,” Business History 34, no. 1 (January 1, 1992): 183–200, https://doi.org/10.1080/00076799200000008
  2. Mairi Maclean, “Corporate Governance in France and the UK: Long-Term Perspectives on Contemporary Institutional Arrangements,” Business History 41, no. 1 (January 1, 1999): 88–116, https://doi.org/10.1080/00076799900000203
  3. Sue Bowden, “Ownership Responsibilities and Corporate Governance: The Crisis at Rolls Royce, 1968-71,” Business History 44, no. 3 (July 1, 2002): 31–62, https://doi.org/10.1080/713999276; 
  4. Steven Toms and Mike Wright, “Divergence and Convergence within Anglo-American Corporate Governance Systems: Evidence from the US and UK, 1950–2000,” Business History 47, no. 2 (April 1, 2005): 267–95, https://doi.org/10.1080/0007679042000313684;
  5. Boris Gehlen, “Corporate Law and Corporate Control in West Germany after 1945,” Business History 61, no. 5 (July 4, 2019): 810–32, https://doi.org/10.1080/00076791.2017.1319939
  6. B. Cheffins, “History and the Global Corporate Governance Revolution: The UK Perspective,” Business History 43, no. 4 (October 1, 2001): 87–118, https://doi.org/10.1080/713999243; 
  7. John Kay, “The Concept of the Corporation,” Business History 61, no. 7 (October 3, 2019): 1129–43, https://doi.org/10.1080/00076791.2018.1509956

The Global Corporate Law brings together those exploring the company regulation from around the globe. In the present era of de-globalisation, policy-makers have been either slow, reluctant or unwilling to recognise the importance of global exchanges. Following the disruption to supply chains in the wake of Brexit and now the conflict in Ukraine, there is now widespread acknowledgement that commerce is global in nature. Yet, the international commercial exchanges are not themselves new. Companies have long looked to new markets to expand and entrepreneurs have built new customer bases overseas since time immemorial. Traders have often sought finance, agents or intermediaries to facilitate the sale of goods. Law, of course, influences the terms of commercial transactions at all levels.