Hostname: page-component-586b7cd67f-t8hqh Total loading time: 0 Render date: 2024-11-25T00:40:03.409Z Has data issue: false hasContentIssue false
  • English
  • Français

The Shareholder Voice: British and American Accents, 1890–1965

Published online by Cambridge University Press:  18 February 2015

Janette Rutterford
Janette Rutterford*
Affiliation:
Open University Business School, Walton Hall, Milton Keynes, MK7 6AA, UK. E-mail: [email protected]
Get access Rights & Permissions [Opens in a new window]

Abstract

This article discusses the interaction between directors and small shareholders who made up the majority of names on the share ledgers of many companies in both the UK and the USA. It is concerned with the period 1890–1965 and concentrates on the management/shareholder relationship in the context of the annual general meeting and shareholder activism. I argue that there were significant differences between shareholder activism in the UK and the USA, due to the difference in relative numbers of the shareholders themselves, to legal and geographic differences, to corporate culture, and to the earlier diffusion of shareholding in the UK compared to the USA. UK shareholders concentrated their interventions on management issues, as well as some social and labor matters. US shareholders, mostly through so-called ‘corporate gadflies’, concentrated their efforts on corporate governance issues, some of which were already enshrined in UK company law and practice.

Type
Articles
Information
Enterprise & Society , Volume 13 , Issue 1 , March 2012 , pp. 120 - 153
Copyright
Copyright © The Author(s) 2012. Published by Cambridge University Press on behalf of the Business History Conference. All rights reserved.

Access options

Get access to the full version of this content by using one of the access options below. (Log in options will check for institutional or personal access. Content may require purchase if you do not have access.)

References

Bibliography of Works Cited

Books

Berle, Adolf A., and Means, Gardiner M. The Modern Corporation and Private Property. New York: Macmillan Co., 1991 Originally published, 1932.Google Scholar
Bircher, C. Paul. From the Companies Act of 1929 to the Companies Act of 1948: A Study in the Law and Practice of Accounting. New York: Garland Publishing, 1991.Google Scholar
Carosso, Vincent P. Investment Banking in America: A History. Cambridge, MA: Harvard University Press, 1970.Google Scholar
Chandler, Alfred D. Scale and Scope: Dynamics of Industrial Capitalism. Cambridge, MA: Harvard University Press, 1990.Google Scholar
Cheffins, Brian R. Corporate Ownership and Control: British Business Transformed. Oxford: Oxford University Press, 2008.Google Scholar
Corey, Lewis. The Decline of American Capitalism. New York: Covici Friede Publishers, 1934.Google Scholar
Cox, Edwin B. Trends in the Distribution of Stock Ownership. Philadelphia: University of Pennsylvania Press, 1963.Google Scholar
Edwards, Richard A. A History of Financial Accounting. London: Routledge, Chapman and Hall, 1989.Google Scholar
Emerson, Frank D., and Latcham, Franklin C. Shareholder Democracy: A Broader Outlook for Corporations. Cleveland, OH: The Press of Western Reserve University, 1954.Google Scholar
Gilbert, Lewis D. Dividends and Democracy. Larchmont, NY: American Research Council, 1956.Google Scholar
Gilbert, Lewis D., and Gilbert, John J. Eleventh Report of Stockholder Activities at Corporation Meetings, 1165 Park Avenue, New York, 1950.Google Scholar
Gilbert, Lewis D., and Gilbert, John J. Fifteenth Report of Stockholder Activities at Corporation Meetings, 1165 Park Avenue, New York, 1954.Google Scholar
Gilbert, Lewis D., and Gilbert, John J. Thirteenth Report of Stockholder Activities at Corporation Meetings, 1165 Park Avenue, New York, 1952.Google Scholar
Gilbert, Lewis D., and Gilbert, John J. Twenty-Fifth Report of Stockholder Activities at Corporation Meetings, 1165 Park Avenue, New York, 1964.Google Scholar
Gilbert, Lewis D., and Gilbert, John J. Twenty-Ninth Report of Stockholder Activities at Corporation Meetings, 1165 Park Avenue, New York, 1968.Google Scholar
Gordon, Robert A. Business Leadership in the Large Corporation. New York: Brookings Institution, 1945.Google Scholar
Lough, William H. Corporation Finance. London: Elliot Stock, 1914.Google Scholar
National Industrial Conference Board. Employee Stock Purchase Plans in the United States. New York: NICB, 1928.Google Scholar
Perkins, Edwin J. Wall Street to Main Street: Charles Merrill and Middle-Class Investors. Cambridge: Cambridge University Press, 2006.Google Scholar
Ripley, William Z. Main Street and Wall Street. Boston: Little Brown and Company, 1927.Google Scholar
Roe, Mark J. Strong Managers, Weak Owners: The Political Roots of American Corporate Finance. Princeton, NJ: Princeton University Press, 1994.Google Scholar
Rubner, Alex. The Ensnared Shareholder: Directors and the Modern Corporation. London: Macmillan Press, 1965.Google Scholar
Sears, John H. The New Place of the Stockholder. New York: Harper and Brothers, 1929.Google Scholar
Shultz, William J., and Caine, M.R. Financial Development of the United States. New York: Prentice Hall, 1937.Google Scholar
The Chartered Institute of Secretaries of Joint-Stock Companies and Other Public Bodies. The Chartered Institute of Secretaries, 1891–1951: A Review of Sixty Years. London: The Chartered Institute of Secretaries, 1951.Google Scholar
Watson, J.H., National Industrial Conference Board Stockholder Relations Survey. New York: NICB, 1950.Google Scholar

Articles and Essays

Baskin, James B. “The Development of Corporate Financial Markets in Britain and the United States 1600–1914: Overcoming Asymmetric Information.” The Business History Review 62 (1988): 199–237.Google Scholar
Bayne, David C., Caplin, Mortimer M., Emerson, Frank D., and Latcham, Franklin C. “Proxy Regulation and the Rule-Making Process: The 1954 Amendments.“ Virginia Law Review 40 (May 1954): 387–431.Google Scholar
Bebchuk, Lucian A. “;The Case for Increasing Shareholder Power.“ Harvard Law Review 118 (January 2005): 833–914.Google Scholar
Black, Bernard S. “Shareholder Passivity Re-examined.“ Michigan Law Review 89 (December 1990): 520–608.Google Scholar
Childs, William C. “State Regulators and Pragmatic Federalism in the United States, 1889 to 1945.“ The Business History Review 75, no. 4 (Winter 2001): 701–38.Google Scholar
Dunlavy, Colleen A. “Social Conceptions of the Corporation: Insights from the History of Shareholder Voting Rights.“ Washington and Lee Law Review 63 (2006): 1347–88.Google Scholar
Emerson, Frank D., and Latcham, Franklin C. “Proxy Contests: A Study in Shareholder Sovereignty.“ California Law Review 41, no. 3 (Autumn 1953): 393–438.Google Scholar
Emerson, Frank D., and Latcham, Franklin C. “The SEC Proxy Proposal Rule: The Corporate Gadfly.“ University of Chicago Law Review 19 (Summer 1952): 807–35.Google Scholar
E.W.L. Jr. “Shareholder Participation in Corporate Management.“ Virginia Law Review 40, no. 7 (1954): 901–17.Google Scholar
Franks, Julian, Mayer, Colin, and Rossi, Stefano. “Ownership: Evolution and Regulation.“ Review of Financial Studies 22 (2009): 4009–56.Google Scholar
Gower, L.C.B., Book Review of Emerson, Frank, D. and Latcham, Franklin C. Shareholder Democracy: A Broader Outlook for Corporations. Cleveland, OH: The Press of Western Reserve University, 1954, published in Harvard Law Review 68 (1955): 925.Google Scholar
Gower, L.C.B., “Some Contrasts between British and American Corporation Law.” Harvard Law Review 69 (June 1956): 1369–402.Google Scholar
Hannah, Leslie. “Pioneering Modern Corporate Governance: A View from London in 1900.“ Enterprise and Society 8, no. 3 (2007): 642–86.Google Scholar
Hannah, Leslie. “The ‘Divorce’ of Ownership from Control from 1900 Onwards: Re–calibrating Imagined Global Historical Trends.“ Business History 49 (2007): 404–38.Google Scholar
La Porta, Rafael, López-di-Silvanes, Florencio, Shleifer, Andrei, and Vishny, Robert. “Corporate Ownership around the World.“ Journal of Finance 54, no. 2 (April 1999): 471–517.Google Scholar
La Porta, Rafael, López-di-Silvanes, Florencio, Shleifer, Andrei, and Vishny, Robert. “Law and Finance.“ Journal of Political Economy 106, no. 6 (December 1998): 1115–55.Google Scholar
Lipartito, Kenneth, and Morii, Yumiko. “Rethinking the Separation of Ownership from Management in American History.“ Seattle University Law Review 33, no. 4 (2010): 1025–64.Google Scholar
Manne, Henry G. “Mergers and the Market for Corporate Control.“ The Journal of Political Economy 73 (April 1965): 110–20.Google Scholar
Marens, Richard. “Inventing Corporate Governance: The Mid-Century Emergence of Shareholder Activism.“ Journal of Business and Management 8, no. 4 (Fall 2002): 365–89.Google Scholar
Miranti, Paul J. Jr. “The Background to Federal Accounting Regulation.” Business History Review 63, no. 3 (1989): 469–509.Google Scholar
Mitchell, Lawrence E. “The ‘Innocent Shareholder’: An Essay on Compensation and Deterrence in Securities Class Action Lawsuits.“ Wisconsin Law Review no. 2 (2009): 243–96.Google Scholar
Nicholas, Phil Jr. “The Agency that Kept Going: The Late New Deal SEC and Shareholder Democracy.“ The Journal of Policy History 16, no. 3 (2004): 212–38.Google Scholar
Nolan, Richard C. “Shareholder Rights in Britain.“ European Business Organization Law Review 7 (2006): 549–88.Google Scholar
O’Sullivan, Maureen O. “The Expansion of the U.S. Stock Market, 1885–1930: Historical Facts and Theoretical Fashions.“ Enterprise and Society 8 (2007): 489–542.Google Scholar
Railway Shareholder Association Meetings: London and North-Western Railway: Address to the Proprietors by the Committee of the London and North-Western Shareholders’ Association, Bury, 1863.Google Scholar
Rutterford, Janette. “From Dividend Yield to Discounted Cash Flow: A History of UK and UK Equity Valuation Techniques.“ Accounting, Business and Financial History 14, no. 2 (July 2004): 115–49.Google Scholar
Watson, B. “Selling the Product to Stockholders.“ The Journal of Marketing 14, no. 1 (1949): 76–9.Google Scholar
White, Eugene E., Davis, Lance E. and Neal, Larry D. “Deflation, the Financial Crises of the 1890s, and Stock Exchange Responses in London, New York, Paris, and Berlin,“ in Deflation in History, eds. Burdekin, Richard and Siklos, Pierre. New York: Oxford University Press, 2004: 271–97.Google Scholar

Magazines and Newspapers

Business Week. April 6, 1968.Google Scholar
Farrows Bank Gazette. August 1912.Google Scholar
Financial Review of Reviews. January 1911.Google Scholar
Investors’ Chronicle. 1951.Google Scholar
New York Times. May 8, 1919, July 19, 1919, August 15, 1919, and September 20, 1921.Google Scholar
The Economist. 1900–1965.Google Scholar
The Times. 1898–1957.Google Scholar

Reports

Report of the Great Eastern Shareholders Association. Witherby & Co., London, 1866.Google Scholar
Report of the Proceedings at the National Conference of Railway Shareholders, held in the Town Hall, Manchester, April 14th and 15th, 1868. Alexander Ireland & Co., Manchester, 1868.Google Scholar

Unpublished Work

Foreman-Peck, James, and Hannah, Leslie. “The Twentieth Century Divorce of Ownership from Control: The Facts and Figures and Some Consequences.“ Paper presented at EURHISTOCK Conference, University of Cambridge, April 8–10, 2010.Google Scholar
Green, David G., and Rutterford, Janette. “Spreading the Net: Distance, Shareholding and the Geography of Risk in England and Wales, 18701935.“ Paper presented at Economic History Society, Warwick, April 2009.Google Scholar
Lloyd-Jones, Roger, Lewis, Michael J. Matthews, Michael, and Maltby, Josephine. “Corporate Governance and Personal Capitalism: Case Studies in British Manufacturing in the First Half of the Twentieth Century”, presented at Accounting Business and Financial History Conference, Cardiff, September, 2005.Google Scholar
Rutterford, Janette. “The Company Prospectus as a Marketing Tool, 1856 to 1940.“ Business History, forthcoming.Google Scholar
Rutterford, Janette. “The Rise of the Small Investor in the US and the UK, 1900 to 1960.” Paper presented at the European Business History Association, Milan, June 2009.Google Scholar
Smith, W. Vice President of the Financial World, Speaking at an Investors’ League Forum, New York, 1947, 9.Google Scholar
Stabler, N.A., “Forum on Management-Stockholder Relations held by Investors.“ League, Inc., Record of Proceedings, Investors League, Inc., 175 Fifth Avenue, New York 10, New York, May 22, 1947.Google Scholar

Online Sources

Hill, Jennifer G. “Who’s Afraid of Shareholder Power? A Comparative Law Perspective“ (2009). http://works.bepress.com/jennifer_hill/8 Google Scholar
http://www.cii.org http:www.faireconomy.org/issues/responsible_wealth Google Scholar
http://www.uksa.org.uk/ http://www.sec.gov/rules/final/2010/33–9136fr.pdf Google Scholar
NYSE web site, http://rules.nyse.com/NYSETools/PlatformViewer.asp?searched=1&selectednode=ch%5F1%5F5%5F12%5F4&CiRestriction=452&manual=%2Fnyse%2Frules%2Fnyse%2Drules%2F. Google Scholar
Society of Corporate Secretaries & Governance Professionals. http://www.governanceprofessionals.org/society/Who_We_Are.asp?SnID=1043653771 Google Scholar
“Stockholder Relationship and Company Reputation.“ A 1950s Perspective on the Marketing of Products to Shareholders, on http://www.marketing-howto.com/publicrelations/stockholderrelationship.com Google Scholar

Archival Sources.

Time, May 16, 1949. http://www.time.com/time/magazine/article/0,9171,853751,00.html Google Scholar
The Prudential Archive, Box 253, Shareholders’ Correspondence, 1915–1924.Google Scholar

Dissertation

Jefferys, James B. Trends in Business Organisation in Great Britain since 1856. Thesis, University of London, 1938. London: Arno Press, 1977.Google Scholar