Tuesday, February 19, 2019

In the late XIX century Britain had almost no mandatory shareholder protections, but had very developed financial markets; private contracting made the absence of statutory protections immaterial

Private Contracting, Law and Finance. Graeme G Acheson  Gareth Campbell  John D Turner. The Review of Financial Studies, hhz020, https://doi.org/10.1093/rfs/hhz020

Abstract: In the late nineteenth century Britain had almost no mandatory shareholder protections, but had very developed financial markets. We argue that private contracting between shareholders and corporations meant that the absence of statutory protections was immaterial. Using approximately 500 articles of association from before 1900, we code the protections offered to shareholders in these private contracts. We find that firms voluntarily offered shareholders many of the protections that were subsequently included in statutory corporate law. We also find that companies offering better protection to shareholders had less concentrated ownership.

JEL K22 - Business and Securities Law G34 - Mergers; Acquisitions; Restructuring; Corporate Governance N43 - Europe: Pre-1913 N23 - Europe: Pre-1913 G32 - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill G38 - Government Policy and Regulation

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