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Active Controllers or Wealthy Rentiers? Large Shareholders in Victorian Public Companies

Published online by Cambridge University Press:  29 October 2015

Graeme G. Acheson ,
Gareth Campbell  and
John D. Turner
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Abstract

This article addresses the issue of whether large shareholders in Victorian public companies were active in the control of companies or were simply wealthy rentiers. Using ownership records for 890 firm-years, we examine the control rights, socio-occupational background, and wealth of large shareholders. We find that many large shareholders had limited voting rights and neither they nor family members were directors. This implies that the majority of public companies in the second half of the nineteenth century cannot be characterized as family companies and that large shareholders are better viewed as wealthy gentlemen capitalists rather than entrepreneurs.

Type
Research Article
Information
Business History Review , Volume 89 , Issue 4 , Winter 2015 , pp. 661 - 691
Copyright
Copyright © The President and Fellows of Harvard College 2016 

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References

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14 19 & 20 Vict., c. 47; 25 & 26 Vict. c. 89.

15 The Course of the Exchange reported prices of securities traded on the London market whereas the Investor's Monthly Manual also reported prices of securities traded the provincial markets.

16 In total, these two price lists provided a sample of 2,765 public companies; after searching the BT2 and BT31 catalogs, we uncovered ownership records for around nine hundred of these. However, many company files contained no ownership returns and those that did had been extensively weeded to reduce their bulk. Thus, our strategy was to collect all surviving ownership returns for 1865, 1870, 1883, 1890, and 1900, or one year either side of these sample years if the return existed. If they were available, 1880 or 1881 were collected in those cases where a company had no returns for 1882–1884. In addition, we collected all returns from the 1850s. If a company had ownership returns that fell outside the selected sample years, we collected a return for each decade between 1860 and 1900, where available. We photographed 999 ownership returns (Form E), which were then inputted manually and verified by data-entry services. In total, after removing firm-years with missing and unintelligible data, we had ownership returns for 890 firm-years.

17 Grossman, “New Indices.”

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19 Notably, about 29 percent of companies had their shares traded on more than one stock market.

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22 Debentures were corporate bonds, and it was only in the latter part of the 1880s that they became common among nonrailway companies (Coyle, Christopher and Turner, John D., “Law, Politics, and Financial Development: The Great Reversal of the U.K. Corporate Debt Market,” Journal of Economic History 73, no. 3 [2013]: 809–45CrossRefGoogle Scholar).

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24 For example, the voting scheme of the iron, coal, and steel producer Bolchow, Vaughan and Company granted one vote for every share held up to two hundred and one vote for every five shares held beyond two hundred (see company's articles of association). The voting scheme of Muntz's Metal Company was as follows: one vote for every ten shares up to a maximum of ten votes (see company's articles of association). The voting scheme of the Wakefield and Barnsley Union Bank was as follows: 5 to 20 shares = one vote; 21 to 50 shares = two votes; 51 to 100 shares = three votes; 101 to 200 shares = six votes; 201 to 300 shares = eight votes; above 301 shares = ten votes (Stock Exchange Official Intelligence [London, 1890]).

25 Jefferys, Business Organisation, 268. In addition to this capital-raising motivation, partnerships were also converted to help founding entrepreneurs fully or partially cash out and to diversify the ownership; see John Armstrong, “The Rise and Fall of the Company Promoter and the Financing of British Industry,” in Capitalism in a Mature Economy: Financial Institutions, Capital Exports, and British Industry, 1870–1939, ed. Jean Jacques Van Helten and Youssef Cassis (Aldershot, U.K., 1990), 118. These motives were certainly at play in some brewing conversions; see Terry R. Gourvish and Richard G. Wilson, The British Brewing Industry, 1830–1980 (Cambridge, U.K., 1994), 257, and Watson, Katherine, “Banks and Industrial Finance: The Experience of Brewers, 1880–1913,” Economic History Review 49, no. 1 (1996): 58–81CrossRefGoogle Scholar.

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27 For the incorporation of iron, coal, and steel companies, see Jefferys, Business Organisation, 74; Lucy Newton, “The Finance of Manufacturing Industry in the Sheffield Area c. 1850–1885,” (PhD diss., University of Leicester, 1993), 291–341; Katherine Watson, “The New Issue Market as a Source of Finance for the U.K. Brewing and Iron and Steel Industries, 1870–1913,” in The Evolution of Financial Institutions and Markets in Twentieth-Century Europe, ed. Youssef Cassis, Gerald D. Feldman, and Ulf Olsson (Aldershot, U.K., 1995), 211–50.

28 Jefferys, Business Organisation, 84–90; Douglas A. Farnie, The English Cotton Industry and the World Market, 1815–1896 (Oxford, 1979), 209–27.

29 Acheson, Graeme G., Hickson, Charles R., and Turner, John D., “Does Limited Liability Matter? Evidence from Nineteenth-Century British Banking,” Review of Law and Economics 6, no. 2 (2011): 247–73Google Scholar; Hannah, “Divorce of Ownership.”

30 John D. Turner, Banking in Crisis: The Rise and Fall of British Banking Stability, 1800 to the Present (Cambridge, U.K., 2014), 118. Another possible reason is that the existence of a large shareholder might discourage others from investing since such owners could use their dominance to expropriate minority shareholders in a sector characterized by high levels of information asymmetry (Acheson, Hickson, and Turner, “Does Limited Liability Matter?” 259). Other types of companies may have had these types of restrictions on votes of large shareholders because of (a) the need to develop stakeholder trust (particularly in the case of public utilities), (b) tradition, or (c) political influence. However, such restrictions became less common as the nineteenth century progressed. See Mark Freeman, Robin Pearson, and James Taylor, Shareholder Democracies? Corporate Governance in Britain and Ireland before 1850 (Chicago, 2012), 143–76.

31 A caveat needs to be placed on this method because commonly occurring surnames could result in an overidentification of family firms, whereas not taking into account family links via marriage could result in underidentification.

32 Cheffins, Corporate Ownership, 181–82.

33 Acheson et al., “Corporate Ownership.”

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36 One caveat is that some wealthy individuals may have had both a London and a county address, and we cannot be sure which is reported in the shareholder returns. However, given that many of our companies were traded on provincial stock exchanges, this may be less of a problem because individuals with both a London and county address were much less likely to invest in such companies.

37 For example, one individual who was a large shareholder in four different companies was Charles Morrison, who, although described as a gentleman in four of our shareholder returns, was in reality a behind-the-scenes individual financier with a massive fortune, which made him one of the wealthiest men in Britain at the time of his death in 1909. See W. D. Rubinstein, “Morrison, Charles (1817–1909),” Oxford Dictionary of National Biography (Oxford, 2004); and Jones, Charles A., “Great Capitalists and the Direction of British Overseas Investment in the Late Nineteenth Century: The Case of Argentina,” Business History 22, no. 2 (1980): 152–69CrossRefGoogle Scholar.

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39 We define nobility as peers and children of peers (i.e., those having the title Honourable in front of their names).

40 Hugh Brigstocke, “Lindsay, Alexander William Crawford, Twenty-Fifth Earl of Crawford and Eighth Earl of Balcarres (1812–1880),” Oxford Dictionary of National Biography (Oxford, 2004).

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42 Twenty were widowed, seven were married, and seven were spinsters. Married women could not own property in their own name prior to the Married Women's Property Act of 1882 (45 & 46 Vict., c. 75).

43 On this, see Rutterford and Maltby, “The Nesting Instinct” and “Women Investors in England,” and Rutterford et al., “Who Comprised the Nation.”

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49 His shareholding in this company is consistent with the belief that he had substantial assets abroad. See David Brooke, “Brassey, Thomas (1805–1870),” Oxford Dictionary of National Biography (Oxford, 2004).

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52 Broadbridge, “Sources of Railway Share Capital,” 186; Campbell and Turner, “Dispelling the Myth,” 15–16; Reed, Investment in Railways, 193–95.

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56 They do so for at least three reasons. First, prior to death, decedents may have made inter vivos gifts to their families or may have attempted to reduce their wealth to avoid death duties. Second, probate is not required in cases where property is jointly held, as the property passes automatically to the surviving joint owner, usually a spouse. Third, prior to 1898, the wealth reported in probate records includes only unsettled personalty (i.e., property other than land). From 1898 it included unsettled realty (e.g., land) and from 1926 it included settled realty.

57 Notably, according to the Register of Defunct Companies, seventeen of the fifty were large shareholders in companies that were liquidated before they had died.

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63 Rubinstein, “The Victorian Middle Classes.”