The various uses of law: The société anonyme in France, 1807-1867♣ Jean Rochat Department of Economic History University of Geneva Paper prepared for the Eighth Conference of the European Historical Economics Society (EHES), Geneva, September 3-6, 2009. Abstract The literature on the French société anonyme (SA) in the first half of the XIXth century has advanced the argument that this business form emerged to increase entrepreneurs’ capacity to raise capital This paper argues that it was not the case. Based on new archival evidence, we demonstrate that this traditional approach hardly allows understanding the observed strategies of the players. Then we propose alternative interpretations of entrepreneur’s choices in the particular sectors of mining and metallurgy. xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx In 1807, the new French Code de commerce was promulgated. It was mainly a formal registration of established uses, but on a few precise points it was more innovative1. Among them, the Société anonyme (SA) appeared for the first time in the law. This business organization form has now become very common in the whole Western world and ♣ This paper is the first draft of an on work project. Any comment will be welcome and can be sent to [email protected] 1 Hilaire (1995). [1] figures as the basis of the market economy of every developed country. At least since Chandler’s Visible Hand in 1977, big business has conventionally been seen as a major sign of modernity and the corporate form as a necessary support for it2. According to this approach, the degree of maturity of an economy can be estimated with the development of the corporate economy3. In this regard, the early XIXth century French economy was criticized with two types of argument. A first argument for the French economy is the very few numbers of SA that were created: less than 650 between 1807 and 18674. During this sixty-year period, any creation of a SA had to be authorized by the government. As a result, the state was held responsible, since the XIXth century, for the French economic backwardness5. This very restrictive policy toward corporations has been explained in three different ways: it could first have been a deliberate policy enforced by the government seeking to oust potential competitors on the credit market in order to be able to place its own loans, policy leading to a crowding out effect6. But, second, the economic considerations were far from being the most important at this time. The principles which guided the corporate regulation were rather political or aimed to contribute to maintain a social coherence. In these post-Revolution years, the corporation has to be replaced in the wider problematic of the association. Since d’Allarde and Le Chapelier’s laws passed in March and June 1791, any kind of association was deeply discredited. It was then considered as one of the most important progresses brought by the Revolution to have abolished associations designed to promote “particular interests”, such as guilds and corporations7. It is explicitly formulated by Le Chapelier in 1791: “There are no more corporations in the State; there is nothing between the interest of 2 Chandler (1977). As an indicator of the importance traditionally attributed to the corporate form in the development of the capitalism, we can mention Birdzell and Rosenberg (1986). Explaining “how the West grew rich”, they devoted one whole chapter on a total of nine to the Corporation. 4 It is difficult to give a precise number, because some societies were winded up and then recreated with exactly the same associates but with a different corporate name. Others were created with the name of a society that went bankrupt. Freedeman (1979) counted 642, Lefebre-Teillard (1985) 651 and Fohlen (1960) 579. See figure X. 5 The theme of French economy’s backwardness compared with England was very present since the XVIIIth century. See for instance Crouzet (1985) and Hirsch and Minard (1998). 6 See for instance Lévy-Leboyer (1965) and Lefebvre-Teillard (1988). 7 Rosanvallon (1989) and (1990), Chatriot and Lemercier (2002) and Lemercier (2003). 3 [2] each individual and the General interest. Nobody is allowed to inspire any intermediate interest to other citizens, to separate them from the res publica by an esprit de corps”8. In this regard, associations were in contradiction with the new democratic and egalitarian ideals, because they divided the nation into particular interest groups instead of promoting its unity. It is essential to understand that the early XIXth century French société anonyme was to a large extent assimilated to the old Regime’s privileged companies. Rather than a sign of modernity, it was then perceived as an out of place relic of the old feudal society. Finally, the third explanation for the hostility of the state toward the corporate form is related to a fear of seeing private organizations raising unlimited resources and becoming uncontrollable rival powers9. This criterion based on the size of the firms could also appear in liberal discourses, as this business form could lead to monopolies10. The dissolution of the Compagnie des mines de la Loire was motivated by these two preoccupations11. This first argument, in fact, consists in opposing entrepreneurs’ needs on the one hand, politic and legal answers to them on the other. Businesses needed freedom and capital; the government didn’t give any of them. The second argument exceeds the specific issue of corporate regulation. Contributing to the everlasting question of the determinants of economic growth, historians, economists and legal scholars have discussed a lot about the characteristics of an efficient legal regime to support it. In the past few years, a huge literature has been devoted to comparative studies on Western countries’ economic performances according to the “legal family or tradition” they belong to12. Basically, LSSV distinguish two broad legal families: the Civil law and the Common law countries. The second one, represented by the U.S., England, Australia and others, is fundamentally better than the first one, represented by France but also Germany, Scandinavia and others, as it is supposed to be 8 All translations from the French are from the author. Lefebvre-Teillard (1981) and Hautcoeur (2007). Laffitte, for instance, saw two big projects thwarted in 1821 and 1825 because they were too big. See Gille (1959a) and Fohlen (1960). 10 Lefebvre-Teillard (1981) 11 Guillaume (1966). 12 The most discussed work on this topic is La Porta, Lopez-de-Silanes, Shleifer and Vishny (1998), henceforth LLSV (1998). For the application of LLSV conceptual framework to the particular case of firms’ access to finance, see Beck, Demirgüç-Kunt and Levine (2005). 9 [3] more responsive to the rapid evolutions of the actors’ needs. In addition legislators and governments in Civil law countries could use the law to solidify state power, with no regard to the subsequent economic consequences13. French economic law, then, is described as intrinsically inefficient. Both these approaches emphasize the weakness of French environment for business. The first one formulates a more superficial problem, resulting from punctual and revocable decisions, while the second one is structural and dissociated from specific actors’ decisions. But there is one question that is nearly never asked by scholars, because the answer seems to be obvious: why did people choose to set up sociétés anonymes? In regard with the literature, the SA had almost only drawbacks. The procedure to obtain the authorization was very long - frequently more than one year, and expensive; this procedure could not be followed once for all, as the authorization was given for a specified duration: the SA had not even the advantage of immortality; the SA was subjected to a restrictive transparency14; it was not flexible, as a new authorization was requested for any change in the statutes; and finally minority shareholders had very little protections15. The literature generally says that the Société anonyme is used to raise funds on the market16. But it has been assumed that the French Code de commerce offered businesses an important alternative: the société en commandite par actions (SCA)17. In this regard, it is very difficult to understand why entrepreneurs or investors would prefer the SA. Only a very few works challenge this traditional conception of the SA. Lamoreaux and Rosenthal (2005) noted that “even in the U.S., few of the manufacturing corporations chartered during the XIXth century raised funds by selling shares on the market”. Hannah (1976) and (2007) made a similar assumption, showing that as late as the early XXth century 13 LLSV (1999). Pillet-Will, a Parisian banker, declared that he would “refrain from being part of an administration whose actions could be subjected to publicity”, cited in Gille (1959b). 15 According to LLSV, it is a constant characteristic of the code-based law countries. See La Porta, Lopez-DeSilanes, Shleifer and Vishny (1998). 16 This is the most common interpretation, nearly never demonstrated because it seems to be obvious. See for examples Coquelin (1843); Frouart (1858); Lévy-Leboyer (1964), Bahls (1994) and Dam (2006). 17 See Freedeman (1979) and Guinnane, Harris, Lamoreaux and Rosenthal (2007) and (2008). The SCA is a limited partnership with shares. The main differences with the SA is that 1° at least one of the associate bears unlimited liability and 2° it can be constituted totally freely. 14 [4] entrepreneurs sought to keep ownership and control and then had limited recourse to external finance18. Hautcoeur (2007) observed that French SA were mostly self-financed or financed with capital from related, and Deyon and Hirsch (1980) get to the conclusion that “the accumulation of capital was only one function of the societies among others, and this function could develop outside the scope of such an organization”. These arguments lead us to believe that the traditional view on SA must be challenged, but they do not provide any alternative answer to our starting question: why to choose this form? The remainder of this paper is organized as follows. Section I briefly presents the characteristics of the société anonyme and the history of this organization form (or its equivalent) in other developed economies (Germany, Belgium, the U.S. and Great-Britain). With the resort of new data and empirical evidence, section II shows that the traditional interpretation of the role of the SA in the French XIXth century’s economy is inaccurate. Section III provides three hypotheses for a new comprehension of the SA. We end with conclusions Section I. Characteristics and International History of the Corporate form What makes the SA special? Any French commercial association had to be registered at the Tribunal de commerce of its area. According to the Code de commerce, this registration could be made under three different forms. The simplest one was the société en nom collectif, a simple partnership. All the associates had the same rights and obligations. They all bore unlimited liability and they could not issue shares. Unless this form seems a priori inadequate to sustain a more and more capitalistic economy, it was used by a large majority of firm until the mid-1920’s19. The second possibility was the société en commandite, a limited partnership. This organization form is usually studied at the same time than the SA, 18 See also Lüpold and Schnyder (2006). They represented 77% of the societies founded between 1840 and 1859, 83% between 1860 and 1879 and still 65% between 1880 and 1913, Verley (2003). See also Guinnane, Harris, Lamoreaux and Rosenthal (2008). 19 [5] because it could be a good substitute. The société en commandite could take two different forms: simple or with shares. In both configurations, it was composed by two types of partners: the managing partners (commandités) who were in charge of the administration of the firm and bore unlimited liability, and the sleeping partners (commanditaires) who only invested money but were not allowed to intervene in the management. If they respected this disposition, their liability was limited to their initial contribution. If they did not, and in case of litigation, they could be held entirely liable. The société anonyme grouped together three characteristics in a unique way. First, it could issue bearer or nominative shares. As mentioned above, this prerogative was shared with the Société en commandite pas actions. Second, it had a legal personality. This is an important point because all the others businesses were dependant on their partners’ life hazards, death in particular. On the contrary, the SA could in theory be immortal. Effectively their statutes had to determine a life duration, and it was often surprisingly short20. General limited liability was the third characteristic. In the early XIXth century, this was perceived as something unnatural. What guarantee was offered to the creditors of such association if nobody had any responsibility? This precise point was frequently evoked to justify and legitimate the authorization system. The role of the government, they argued, was to certify that the capital stock was real (in particular capital in-kind) and that it was estimated to its right value21. Capital-based associations could then exist within the legal framework laid by the Code de commerce. “The firm, from then on, will know its capital better than its shareholders”22. However, it took a very long time until mentalities and uses became ready to trust disembodied associations. Still in 1838, a redactor of L’Actionnaire, a French financial Journal arguing for better information on investments, noted that “a single name is sometimes enough for potential shareholders to make up their minds. And despite it is 20 The term of the authorization varied from a sector to another. Insurance companies were usually authorized for 3, 6 or 9 years. In glass and iron industries, the norm was around 20 years. Companies that exploited a concession were generally authorized for the duration of the concession, which, most of the time, was 99 years. See Lefebvre-Teillard (1985). 21 « (…) car un des principaux motifs que la loi a eus en vue en exigeant l’autorisation du Gouvernement, c’est de s’assurer préalablement de la réalité d’un fonds capital mis dans la société. On ne peut être sûr qu’il existe, si cette autorisation ne le certifie », Circulaire ministérielle relative aux sociétés anonymes, April 9, 1819. See this Circulaire in Duvergier (1838). 22 Gille (1959b). [6] the most rapid way to take a decision, one must recognize that it is not necessarily the worst”23. Many SA were in fact seen as the property of one incorporator, and his personal credit and reputation were transmitted to it. For instance, the Conseil général de Mines (CGM), concerning the Société anonyme pour la recherche des mines de houille du HautRhin, picked out in 1822 that “the whole project seems to hinge on the shareholders’ faith in Mr Noetinger’s talents”24. Moreover, it was very common for an incorporator to be referred to as “the owner” of a firm. Some reference points on the international corporate legislation Most continental Europe’s developed countries experienced situations very similar to the French case (table I). In Germany and Belgium, a government authorization system was implemented since the first decade of the XIXth century, and the liberalization occurred between 1860 and the mid-1870’s (table I)25. Qualitative and quantitative characteristics of the use of the SA are comparable as well. Very few authorizations were granted and the distribution among the sectors was similar26: on 533 authorizations granted in Belgium between 1919 and 1873, only about a hundred concerned heavy industry, and about ten for textile industry. Most of the authorizations were granted for banking and insurance, on the one hand, and transportation (canals, roads and railways) on the other. Finally, the business organization forms’ menu in these three countries was quiet alike, from the simple partnership to the private limited liability company (PLLC) and the Corporation. The content of this “menu” is one of the most important differences between the continental model and the British and U.S. cases, where nearly nothing existed between the 23 In the same article, the author regretted that the director of the Mines argentifères de Pontgibaud did not buy many shares in the company: “In a so serious an sincere business, it is an important additional guarantee that would have been much appreciate”. 24 The Conseil général des mines (CGM) was an administrative organ in charge of reports on the firms requesting the authorization. Bulky archive material from this administration is conserved at the Archives 14 14 nationals de France, F 17920 to 18056 and F 19038 to 19128, for the period-time 1811-1938. 25 1863-7 in France ; 1860-70 in Germany depending on the State; 1873 in Belgium. See Guinnane, Harris, Lamoreaux and Rosenthal (2008). 26 Frère (1951) and Horn and Kocka (1979). [7] simple partnership and the corporation27. As a result, corporations developed earlier, and in the second half of the XIXth century several hundreds were created in England every year28. Since the Bubble Act of 1720, however, English corporations had to be chartered by the government. This legislation falls down in three steps, first in 1825 (repeal of the Bubble Act), then in 1844 (General Incorporation Act) and in 1855-6 (Limited Liability Acts) to reach free general incorporation29. The expansion of the corporation occurred gradually since the 1840’s, as the companies only had to register to exist legally, though they had to wait until 1855-6 to bear general limited liability. As a matter of fact, the British liberalization took place only a decade before in France, and this was not a casuality as the French laws of 1863-7 were partly a response to the new British legislation30. It is more difficult to make a synthesis of business legislation in the U.S., as each state provided its own rules. However it is possible to point out some general features. Even if some firms tried to organize contractually as PLLC, one can not consider that this was a real possibility because the courts often interpreted the statutes in a conservative way that potentially exposed limited partners to unlimited liability31. In any case, the statutes nearly never allowed issuing tradable shares. As a result, businesses in the U.S. only had two possibilities: ordinary partnerships or corporations. In 1900, 96% of the American firms used one of these two organization forms (respectively 67% and 29%). Since the XIXth century, the corporation was much more used than in France, because it was the only possibility to get external finance. Moreover, no authorization was requested. As a result, the number of corporations grew earlier and faster than in France: 3200 creations between 1800 and 1843 in New England and 3500 between 1844 and 186232. In proportion, though, ordinary partnerships remained largely dominant at least until the 27 Entrepreneurs often tried to create silent or sleeping partnerships contractually, but they had no guarantee, in case of litigation, that judges would take these clauses into account. See Guinnane, Harris, Lamoreaux and Rosenthal (2007). 28 Guinnane, Harris, Lamoreaux and Rosenthal (2007). 29 See Harris (1997) and (2000). 30 This is the interpretation of Freedeman (1979). We were not able to find more information on this issue, but Freedeman’s interpretation indicates that French and British laws were in competition. 31 Lamoreaux and Rosenthal (2005). 32 Kessler (1948). [8] second half of the XIXth century33. Despite this very different legislation, however, the distribution of the chartered companies in the US did not appear to be different from France34. I conclude this first section with two brief remarks. Neither corporate law alone nor the number of corporations created in a country are relevant proxies for the efficiency of an economy. French law was restrictive during the July Monarchy and most of the Second Empire, just like England before 1844 and Germany before the unification, the fact remains that these periods knew important economic growth. The absolute number of creations is not significant either, as one must consider business legislation as a system. The very few sociétés anonymes in France compared to the U.S., for instance, does not necessarily mean that there were less joint-stock enterprises, because French law provided efficient alternatives that did not exist in the U.S. The second remark prolongs the first one. As the domination of corporations in an economy is presented as a victory for the free trade and consequently for business people, the XIXth century is supposed to have been a wartime between business people fighting for an easier access to the corporate form, on the one hand, and an intrusive government trying to keep the economy under control. The reality seems to be a little different. Even in the U.S., where the corporation was freer than elsewhere, ordinary partnerships kept very dominant until the XXth century, just like in European countries even after the liberalization laws. As a matter of fact, the SA appears to be an organization form on the menu among others, with strong and weak points. But it is inaccurate trying to organize business forms into a hierarchy in function of their efficiency or degree of modernity. The best-fit solution for a firm at a precise moment depended on the characteristics of the credit market, on the history of the firm (in particular for the capacity of self-financing), on how the firm was inserted in the market and on many others variables. This drive us back to the 33 Atack and Bateman (1995) estimated that between 1850 and 1870, 90% of multiowner firms were not corporations. 34 Gervais (2006). [9] central issue of this paper, which is to understand why would people choose to organize as a société anonyme. Section II. The Sociétés Anonymes as a financing Tool: What do the Data say? The background… During the time of the authorization system, between 600 and 650 SA were granted all sectors taken together. This paper deals with a sample constituted of 85 firms. These firms are all the industrial companies granted between 1808 and 186735. As table II shows, this is not the most important sector. Insurances are a traditional user of joint-stock forms, in particular in maritime trade (99 of the 152 creations). There were generally created for a very short time, to share the risks and profits of a particular operation. In the very first year of the XIXth century, when a first draft of the Code de commerce planed to subject any joint-stock enterprise to government authorization, the most virulent complaints came from this sector. Then came sectors that were closely dependant on public investment. These companies, in fact, were rather public creations to raise money. Most often the government conceded a monopoly on a particular exploitation (bridge, water, gas, canal …) and sometimes guaranteed a fix interest rate besides the dividend. From the 1840’s, of course, railway companies became dominant in both the number of creations and in capitalization. Still at this time, however, the government was very present: in 1842, a law that aimed at developing the network passed. It organized the collaboration between the government that had to care about the infrastructure (grounds, buildings …) and private companies who provided the trains and managed the exploitation. Heavy industry was the fourth sector, followed by a few marginal ones. Banking was almost absent before 1848 (only 16 creations), because this sector was dominated by the Haute Banque, whose capital was the possession of a few individuals. They didn’t need any judicial structure to associate other 35 The “industrial sector” consists of mining (coal, iron, lead, slate and salt), metallurgy (forge, smelting works and foundry) and glass factories, but not of transportation and infrastructures (railways, canals, roads, bridges, gas industry) and textile industry. [10] people to their business. Things changed slowly from the second half of the century, with the creations of the first joint-stock banks36. “Others” is composed by a few textile industries, sugar refineries, chemical firms and some others. It is outstanding to notice the importance of public utilities. The SA is supposed to be the archetypal tool of private capitalism, but as we see it was mainly used as a mean of economic policy enforcement. Hannah (1976) emphasized the corporate economy and governments’ embeddedness as late as the 1920’s37. In France, the economic policy cannot be understood without references to the Old Regime’s privileged companies. The very frequent combination of the authorization with a monopoly and the concession system show the connection that existed between these two types of organizations. Rather than interpreting the government’s intervention in a negative way, it could alternatively be assumed that the authorization system aimed at encouraging initiatives that otherwise would not have been undertaken for some reasons38. Even in the industrial sector that a priori did not belong to the public sector, the SA was imagined as a kind of privilege. As a result, the contribution to the general interest was an important condition to obtain the authorization. … and the data From the intuition that the early-nineteenth-century SA was something different from what was traditionally said, we tried to find data to help us understand how and why the SA was used at that time. Qualitative and quantitative data on the 85 industrial societies authorized SA were gathered concerning the social capital of the companies, their shares (number and par value), the shareholders (number, geographic origin, and number of shares bought). This information was found either in the legal act that authorized the company, or in the archives of the notaries who drafted the statutes. Most of the time, it 36 Notably through the impetus given by Saint-Simonians, and in particular the Pereire brothers and their Crédit Mobilier (1852). See Bonin (1992). 37 “(…) by 1928 two-thirds of the capital required for large-scale undertakings in the economy as a whole had been raised with state assistance of various kind”, see Hannah (1976), p. 62. 38 Lamoreaux (1996) and Gervais (2006) made an identical analyse for the early XIXth century U.S. chartered companies. [11] concerns the companies at the time of their constitution/authorization, and it will be a next step of this research to try to follow the evolution of the shareholding over time. What do the data say? The arguments used by politicians and economists put the size of the companies in the very centre of the issue: the SA as a juridical form was designed to support very big businesses39. This representation had repercussions on the reality because it was a criterion used by the experts in charge of reports on the requesting companies: if they were too small, they were answered that they could operate under another organization form. Figure I compares the amount of the capital of all mining companies requesting the authorization with the capital of authorized mining companies only. It appears clearly that the administration’s activity tend to increase the size of the companies. But this criterion comports a limit: a company seen as too big would not either be granted, because they frightened the administration and were blamed for their monopolistic situation40. As a matter of fact, however, the SA were not necessarily bigger than the other types of business organizations. For the period 1808-1867, the average capital of the authorized SA was around 2,15mio of francs; the average capitalization of the Parisian sociétés en commandite par actions in 1837 was 2.2mio41. In addition, the average for the SA was increased by a few very big companies: 80% of the SA had a capital below 2mio (Figure II). Most of the biggest mining companies were not SA, although they were very capitalistic undertakings42. Of course the SA were among the biggest firms, but the size was not a sufficient criterion to explain the choice of a SA. Because of the availability of the SCA, entrepreneurs didn’t need to embark on long procedures, even when they needed money. The need for finance, then, cannot be considered as a determinant motivation. 39 See for instance Jourdain and Malepeyre (1833, )Vincens (1837) and Berès (1838). The Compagnie des mines de la Loire was dissolved in 1854 for this reason. See Guillaume (1966). 41 Freedeman (1979). 42 Until the end of the 1840s, only three companies from the two biggest coal basins were SA. Very big companies were often SCA, such as the giant Compagnie des mines de la Loire. 40 [12] It could be argued, however, that though the amount of the capital was not higher in SA than in SCA, people would choose the second form when they can gather enough money easily, whether they would choose the SA only if they needed a more sophisticated vehicle to raise money outside the circle of their personal connections. In other words, the SA should be really “anonymous”, because it is made for investors with no personal connections. The shares, moreover, should be optimized for a market-oriented issue. The data, however, do not confirm this hypothesis. First, very few companies’ shares were listed on the stock exchange43. It is more difficult to follow the transactions at the coulisse, the unofficial stock exchange, but it was probably mainly fueled with shares of commandites pas actions, and only from the late 1830s44. The shares, second, did not seem to be designed for being traded. Most of the time, the companies issued only a very small number of shares (figure III and IV). Until the late 1830s, the norm was to issue only a few hundred shares (373 in average between 1808 and 1839). This average increased rapidly since the 1840s to a bit less than 4’000 for 1840-1849 and more than 6’800 for 1850186745. The influence of railways companies is patent from the 1840s, but the industrial sector always kept far, for instance, from the 250’000 shares issued in 1845 by the Compagnie des chemins de fer du Nord. The instruction ministérielle of December 12, 1807, stipulated that to be authorized, at least 25% of the shares of a society had to be paid off. Nevertheless, more than 88% of the shares of my corpus were bought at the time of the procedure. Manifestly, the main function of the shares was not to raise capital on the market. In fact, the crop of money took place, to a large extent, before the authorization procedure46. Founding partners, then, had to find investors without the tools of a modern 43 Until the end of the 1830s, no company of our sample appeared on the official list. From the end of this decade, a few railway companies were quoted, and exceptionally a mining company. But as late as the midnineteenth century, the stock exchange main function was to place government loans. 44 Marseilhan (1930), Gille (1959b) and Hautcoeur (2007) ; 45 These numbers do not take into account the four companies born in 1854 from the forced dissolution of the Compagnie des mines de la Loire (SCA). Their capital was composed by 80’000 shares each. We chose not to include them in our data, because this was a very particular and “aberrant” case. 46 Bédarride (1856) wrote that “the government does not give the authorization to inventors or speculators seeking shareholders. He only give it to real companies (…) that already have enough serious shareholders” (t.2, p. 396). [13] corporate economy47. The structure of the shareholdings appeared to be a direct consequence of this “out-of-market” fundraising process. The shareholders of a SA generally had the same geographic origin (figure V). In average, 71% of the shareholders came from the same administrative subdivision (Départment). Figure V shows a relative decline of the dominant geographic origin over time, but this group still represented 62% of the shareholders in the 1850s-60s. Moreover, the two dominant geographic origins taken together always represented between 82% and 90% of the total. Another characteristic of the SA was the important concentration of the capital. In 80% of the observations, the shareholders were less than fifty (figure VI). Even from the 1840s, when the number of shares issued increased rapidly, the size of the shareholdings kept limited: less than 64 in average. In addition, the shares were concentrated in the hands of some big shareholders. In average, the biggest shareholder possessed more than 26% of the shares and the three biggest shareholders possessed more than 50% (figure VII and VIII). All this information drives us to conclude that SAs were far from being impersonal institutions. They were composed by a few partners coming from the same geographic areas. The question remains if this situation was imposed to entrepreneurs by external factors, such as the narrowness of the financial market, or if it resulted from a deliberate strategy. It appeared that, most of the time, incorporators were unwilling to see people they did not know taking part in their business. In this regard, issuing shares was potentially dangerous, as it could result in a loss of control. This could explain the very little number of shares generally issued. Incorporators wanted to keep each share certificate under control. Until the late 1840s, the vast majority of the shares issued were nominatives48. That meant that any transfer had to be announced to the board that would issue a new certificate with the name of the new shareholder. From the 1840s, more and more 47 Notaries may have played an important role in this fundraising process, but this assumption would necessitate a detailed study. Hoffman, Postel-Vinay and Rosenthal (2000) pointed out the central role of notaries on the Parisian credit market since the seventeenth century, but they noticed a fall of these intermediaries from the mid-eighteenth century. My opinion based on an overview of some archive material is that notaries kept very important players at least until the first half of the nineteenth century, mainly to diffuse companies’ shares among their clients. 48 Between 1812 and 1848, on 53 requesting companies whose statutes were discussed by the Conseil general des Mines, 45 intended to issue nominative shares, only 5 preferred to issue bearer shares, and the last 3 let the choice to the shareholders. [14] companies allowed shareholders to choose between bearer or nominative shares. Still at that time, however, the statutes very often put restrictions to the tradability of shares: “any share’s transaction will not be effective, and then give the quality of shareholder to the buyer, until the board of directors would have approved the transaction by a vote (…)”49. Clauses like this could be found in the statutes of almost all companies. The administration, though, tried to do away with this practice since the early 1820s, in vain. The Conseil general des mines, for instance, argued that these clauses would make the circulation of the shares more difficult, and that it could be harmful for the shareholders themselves50. Despite this official position, this mean of control was used at least until the second half of the century. The shares, then, were not designed to reach large populations. Additional evidence of this strategy comes from the shares’ par value. The average par value was around 12’000 francs in the 1820s-30s, and began to fall only in the 1840s to 3’700 francs and to 600 francs from the 1850s (figure IX)51. The market for industrial shares was for a long time reserved for economic elite, and it kept far from the preoccupations of the incorporators trying to tap the middle class savings. Entrepreneurs were probably not alone responsible for this “archaic” model, as they had to deal with a “on work” financial and economic environment. But as far as we can see, they didn’t use their room for manoeuvre in order to “modernize” the corporate economy. This does not mean that choosing the way of incorporation, considering the cost of the authorization procedure, was irrational. As we shall see in Section III, the use of the corporate form could result from a wide range of strategies. Gathering money was only one of them, and thus could not alone explain all the players’ comportments. 49 Statutes of the Compagnie des fonderies et forges de la Loire et de l’Isère, granted on November 13, 1822. This argument was formulated several times. See for instance the report on the Société des mines de plomb 14 de la Haute-Loire [Archives Nationales de France, F 17935, session of December 3, 1823]. 51 Like for the number of shares issued and the number of shareholders, the railways companies had a great influence on the industrial sector from the 1840s, and to have imposed their standards to the rest of the economy. This appeared very clearly concerning the par value of the shares. The industrial sector largely adopted the 500 francs’ standard of the railway companies. As said above, the average par value in the industrial sector fall to around 600 francs, with a standard deviation also falling from 10’800 francs to a bit more than 3’000 francs. In this paper, we do not put the accent on the evolutions, because they cannot be understood without a global look on the whole economy, and because it is not central for our argument. 50 [15] Section III. Some hypothesis for a new Comprehension of the Uses of the SA It is not the ambition of this paper to provide a full theory of the corporate form’s purposes in France. In section II, we argued that the arguments traditionally advanced in the literature to explain the emergence of the SA do not allow understanding the uses that were effectively made of it. But the quantitative data used for this argumentation are not sufficient to provide alternative comprehensions of the uses of the SA. Now I provide three hypotheses to try to explain why SA were created in the XIXth century. At this point, these hypotheses are only supported by isolated examples. A more systematic argumentation will necessitate further works. Hypothesis 1: the public SA How people acted in the XIXth century not only depends on quantifiable economic parameters. One also has to take into account the intellectual environment of entrepreneurs and the representations of the reality with which they used to act. The SA appeared in the French law only in 1808, but similar business forms have an older history. The invention of the uses of the SA, thus, is not baseless, and lawyers, economists, politicians and entrepreneurs have common references to the pre-revolutionary period. In France, big joint-stock companies appeared in the mid-XVIIth century to support oversea trade, but they were public of semi-public undertakings. Private joint-stock companies with limited liability, however, appeared in the last third of the XVIIIth century52. Though it was not well-defined before the Code de commerce, it was reserved for important businesses that aimed at promoting general interests. The government, then, played an important role with the attribution of monopolies. The promotion of private undertakings through privileges was an important aspect of the public economic intervention. 52 Lévy-Bruhl (1938). [16] After the Revolution, this kind of intervention lost its legitimacy for two reasons: first, because privileges were seen as incompatible with the egalitarian ideal carried by the Revolution53; second because free-market theories became widely spread among economists, and thus state interventionism had to be reduced to the minimum54. This loss of legitimacy, however, had its main impact on people’s representations. But many economic institutions passed over the Revolution or were recreated in the very first years of the XIXth century55. In other words, the way people named things changed drastically, while the way to make them kept much more stable. The SA can be seen as one of these institutions that were presented as a brand new ones, though they were only old ones in new shapes. Still in the XIXth century, the SA was used as a tool of economic policy. The reason for the creation of a SA, in such cases, must be found on the government side rather than in the strategies of founding members. The SA allowed the government to encourage initiatives in key sectors, with the attribution of a certain privilege. This privilege could take several forms. It could be a sort of caution. As the statutes of the requesting companies were examined, an authorization was interpreted as a proof of seriousness and good health56. When combined with a concession, the privilege could take the form of a monopoly. It is not surprising that this situation was the rule in transportation and infrastructure sectors57. It could also be observed in the industrial sector. The report of the Conseil general des mines on the request of the Société pour la recherche de mines de houille dans le département du Haut-Rhin (1822), exposed that the initiative came from “the prefet, who anticipated the benefits of promoting coal industry in the region (…), and 53 The Revolution crystallized this criticism, but it was formulated before. In addition, this criticism was to a large extent the result of an incorrect interpretation of privileges before the Revolution. See Sieyès (1788), Bossenga (1991), Durand (1992) and Margairaz (2006) 54 In fact the relations between the government and the economy were never that simple. The government had to provide a complex mixed policy made of rules and freedom, though in theory free-market was the aim. See for instance Daumard (1976), Bouvier (1986), Hirsch (1991) and Hirsch and Minard (1998). 55 Rosanvallon (1989) and (1990), Thépot (1998), Chatriot and Lemercier (2002) and Lemercier (2003). 56 Vincens (1837), for instance, mentioned companies that made people believe that they were SA, and thus “benefited from the credit attached to the authorization”. 57 For an example of a detailed case analyze, see Williot (1999). [17] thus sought to associate manufacturers of the region to his project”58. As late as 1861, the city of Caen organized a SA for public bath and laundry. The city owed 38% of the capital and guaranteed a fix annual interest rate of 5% on the shares. Public authority, at various levels (city, département, region, state), could use the SA to provide public services. This conception of the SA as a public-oriented institution is dominant all over the period. The justification of the SA, then, was made in the same terms than the justification of old regime privileges. Wolowski exposed very clearly that “(...) the SA is designed for big businesses dealing with public interest”59. In fact, this juridical form offered a possibility of alliance between a public authority, that did not have the resources nor the legitimacy to act alone, and the private sector. Shareholders invested in such enterprises like they would have bought government stocks. Hypothesis 2: the SA as a complementary institution to kinship A look at the composition of shareholdings in the XIXth century reveals the importance of family-held companies. In such cases, the hypothesis of a SA as a vehicle for finance does not make any sense. In 1831, the Compagnie des ardoisières de Rimogne et de Saint-Louis-sur-Meuse was granted with a capital of 1,08mio of francs. This capital was divided in 54 nominative shares of 20'000 francs each. 42 of them were held by seven members of the Rousseau family. The other 12 were held by “two allies of the family”60. This, of course, was an extreme case. But many families were dominant holder in many SA. 47% of the shareholders of the Société anonyme des fonderies de Bordeaux (granted in 1824) belonged to two related families, and 100% of the capital was held by négociants from the city of Bordeaux. Two thirds of the capital of the Compagnie des manufactures de glaces et de verres de Saint-Quirin, Cirey et Monthermé (granted in 1841) were also held by seven members of two families. Two families, third example, held 45% of the 2100 58 Report on the Société pour la recherche de mines de houille dans le département du Haut-Rhin [Archives 14 Nationales de France, F 17933, session of December 11, 1822]. This company never received the authorization. 59 Wolowski (1838). Such statements could be found in all commentators’ books or articles. See for instance Vincens (1821) and (1837), Jourdain and Malpeyre (1833) and Bédarride (1856). 60 Report of the CGM on the Compagnie des ardoisières de Rimogne et de Saint-Louis-sur-Meuse [Archives 14 Nationales de France, F 17945, session of November 29, 1830]. [18] shares issued by l'Expansion, société pour la construction de machines et de mécaniques (granted in 1848). Many others examples of family firms using the corporate form could be found. In this type of uses, business strategies were probably secondary. Historians have very often emphasized how kinship relations could be mobilized to support business61. Less attention has been paid to the supports that business institutions could provide to families. Hirsch noticed the “incapacity of a family institution to function by itself”, and then saw commercial associations as a potential complement. Very often, for instance, commercial associations were used to pass patrimony down, avoiding egalitarian-based inheritance rules62. Alternatively, a SA could be designed to avoid a dispersion of a family patrimony or to strengthen links created by a marriage. Here again, every case has to be studied individually, and standardized data alone, such as companies acts, are not sufficient to understand the strategies of the families. Nevertheless, this analyze in term of institutional complementarity appear to be very useful for our issue. Hypothesis 3: the SA as a result to industrial strategies In the particular sector of heavy industry, geographic and geologic hazard had a great importance on the structure of the firms. In England, for instance, coal and iron were found in the same basins, and then integrated firms appeared to be the natural form of business. In France, in the opposite, coal and iron were extracted in distinct areas63. Ironworks manufacturer, then, had to buy the combustible they needed. But French coal was expensive and of low quality64. Transportation, moreover, were expansive and the network was not coherent65. Combustible supply, as a result, was a constant preoccupation, to the point that manufacturer could decide to mine themselves. The Compagnie des mines de houille de Norroy, for instance, requested the authorization in 1831. The report of the Conseil general des mines said that the founding members were “mainly ironmasters from 61 See, for instance, Sabean (1998). Hirsch (1991). 63 Lévy-Leboyer (1964). 64 More precisely, it was uneasy to make good coke out of the coal. See Gille (1959b) and Sougy (2008). 65 Things changed slowly from the 1840s with the railways. See Caron (1997). 62 [19] the region”66. The main advantage of the SA, in this situation, was the limited liability it offered to the associates. Coal mining, at this time, was still a risky industry, in particular because it was very difficult to estimate the richness of a coal seam. The report of the CGM explained that the associate “did not want to compromise their commercial credit in undertakings as uncertain as mining industry”. It is important to keep in mind that commercial credit represented much more than just finance. Credit was attached to a name. For a business man, it was indispensable that his name inspired confidence67. Any types of association except SA were referred to by the names of the associates. The choice of a SA, in the end, was a mean to resolve an issue in the production process without implicating the main and principal activity of the associates. This kind of strategy makes understandable that the shares were not designed to be traded, as they were not supposed to be the vehicle of any speculation. In addition, the associates did not want to lose the control of their business, thus they did not intend to sell the shares. Conclusions The literature traditionally argued that the société anonyme was the instrument of modern capitalism. In a more and more capitalistic economy, it was perceived as the necessary support for big businesses. This paper demonstrates that French SA in the early XIXth century was not a univocal institution. Raising finance, in particular, was only one of its functions, and maybe not the most important. Further research will be necessary to come to a better comprehension of the different uses of the SA. But it is already possible to assume that the strategies of firms or people that chose this juridical form were various. At least two general categories can be drawn. The SA first was very often used by the government as a vehicle for its economic policy. Second, the SA was also used in the private sector, but not necessarily as the modern institution it was supposed to be. Despite 66 Report of the CGM on the Compagnie des mines de houille de Norroy [Archives Nationales de France, F 17946, session of May 23, 1831]. 67 For an overview of the notion of “credit” in the XIXth century, see Baubeau (2007). 14 [20] France is described as the temple of civil law in contemporary typologies, the users of the SA had a great breathing space to make this institution evolve, by means of jurisprudence. The Code de commerce, as it was a very general text, gave enough flexibility to be used for different purposes. French corporate law, thus, provided a useful support for a large range of different business strategies. Some of them were the exact opposite of a classical capitalist model. References BARTHOLONY, F. (1844), Résultats économiques des chemins de fer, ou observations pratiques sur le distribution des richesses créées par ces nouvelles voies de communication et sur le meilleur système d'application de la loi du 11 juin 1842, Paris. BAUBEAU, P. (2007), «Crédit commercial», in STANZIANI, A. (éd.), Dictionnaire historique de l’économie-droit, XVIIIème - XXème siècles, Paris LGDJ, pp. 115-125. BECK, T., DEMIRGUC-KUNT, A. and LEVINE, R. (2005), «Law and firms' access to finance», American Law and Economics Review 7(1), pp. 211-252. BÉDARRIDE, J. (1856), Droit commercial. Commentaire du Code de commerce, Paris: Auguste Durand. BÉDARRIDE, J. (1871), Droit commercial: commentaire de la loi du 24 juillet 1867 sur les sociétés en commandite par actions, anonymes et coopératives, Paris: Durand & Pedone-Lauriel. BERÈS, E. (1838), Des sociétés commerciales sous le point de vue de l'économie politique, Paris. BERGERON, L. (1978), Banquiers, négociants et manufacturiers parisiens du Directoire à l'Empire, Paris: Ecole des Hautes Etudes en Sciences Sociales. BERGERON, L. (1978), Les capitalistes en France (1780-1914), Paris: Gallimard. BONIN, H. (1992), La banque et les banquiers en France du Moyen-âge à nos jours, Paris: Larousse. BOSSENGA, G. (1991), The Politics of Privilege. Old Regime and Revolution in Lille, Cambridge. BOUVIER, J. (1986), «Le capitalisme et l'Etat en France», Recherches et Travaux, Bulletin de l'IHES de l'Université Paris-I 15, pp. 47-63. CARON, F. (1997), Histoire des chemins de fer en France, Paris: Fayard. CASSON, M. (1999), «The economics of the family firm», Scandinavian economic history review XLVII(1), pp. 10-23. [21] CASSON, M. (2007), «Entrepreneurship and social capital: analysing the impact of social networks on entrepreneurial activity from a rational action perspective», International small business journal 25(3), p. 220. CASSON, M. and GODLEY, A. (2007), «Revisiting the emergence of the modern business enterprise: entrepreneurship and the singer global distribution system», Journal of management studies 44(7), pp. 1064-1077. CHANDLER, A. D. (1977), The visible hand: The managerial revolution in American business, Cambridge and London: Harvard University Press. CHATRIOT, A. and LEMERCIER, C. (2002), «Les corps intermédiaires», in DUCLERT, V. et PROCHASSON, C. (éds.), Dictionnaire critique de la République, Paris Flammarion, pp. 691-697. COQUELIN, C. (1843), «Des sociétés commerciales en France et en Angleterre», Revue des Deux Mondes 3. CROUZET, F. (1985), De la supériorité de l’Angleterre sur la France. L’économique et l’imaginaire, XVIIe-XXe siècle, Paris: Perrin. DAM, K. W. (2006), «Equity Markets, the Corporation and Economic Development», JOHN M. OLIN LAW & ECONOMICS WORKING PAPER NO. 280, (2D SERIES) DAUMARD, A. (1976), «L’Etat libéral et le libéralisme économique», in BRAUDEL, F. et LABROUSSE, E. (éds.), Histoire économique et sociale de la France, Paris PUF, pp. 137-159. DEYON, P. and HIRSCH, J.-P. (1983), «Entreprise et association dans l’arrondissement de Lille», in Entreprises et entrepreneurs XIXème-XXème siècles, Paris Congrès de l’Association française des historiens économistes, mai 1980, Presses de la Sorbonne, pp. 5-21. DURAND, Y. (1992), «Les privilèges selon Sieyès ou le triomphe de la désinformation», Histoire, économie & société 11(2), pp. 295-323. DUVERGIER, J.-B. (1838), Collection complète des lois, décrets, ordonnances, réglements, avis du Conseil d'Etat, t. 22, Paris. FOHLEN, C. (1960), «Sociétés anonymes et développement capitaliste sous la monarchie censitaire», Histoire des Entreprise 6, pp. 65-77. FOHLEN, C. (1961), «Sociétés anonymes et développement capitaliste sous le Second Empire », Histoire des Entreprise 8, pp. 65-80. FREEDEMAN, C. E. (1979), Joint-Stock Enterprise in France, 1807-1867. From Privileged Company to Modern Corporation, Chapel Hill: The University of North Carolina Press. FRÈRE, L. (1951), Etude historique des sociétés anonymes belges, Bruxelles. FROUART, M.-A. (1858), De la société en commandite par actions, Paris. GERVAIS, P. (2006), «L’entreprise privée comme privilège d’Etat : le statut politique des premières compagnies à charte aux Etats-Unis», in BARJOT, D., DARD, O., GARRIGUES, J., MUSIELDAK, D. et ANCEAU, E. (éds.), Industrie et Etat en Europe occidentale et aux Etats-Unis (XIXème – XXème siècle), Paris PUPS, pp. 327-332. GILLE, B. (1959a), La banque et le crédit en France de 1815 à 1848, Paris: PUF. [22] GILLE, B. (1959b), Recherches sur la formation de la grande entreprise capitaliste, Paris: SEVPEN. GUILLAUME, P. (1966), La compagnie des mines de la Loire, 1846-1854, Paris: Presses Universitaires de France. GUINNANE, T. W., HARRIS, R., LAMOREAUX, N. R. and ROSENTHAL, J. L. (2007), «Putting the Corporation in its Place», Enterprise and Society. GUINNANE, T. W., HARRIS, R., LAMOREAUX, N. R. and ROSENTHAL, J. L. (2008), «Pouvoir et propriété dans l’entreprise. Pour une histoire internationale des sociétés à responsabilité limitée», Annales histoire, sciences sociales 1, pp. 73-110. HANNAH, L. (July 2007), «The ‘Divorce’ of Ownership from Control from 1900 Onwards: Recalibrating Imagined Global Trends», Business History 49(4), pp. 404-438. HANNAH, L. (1976), The rise of the corporate economy: Methuen young books. HARRIS, R. (1997), «Political economy, interest groups, legal institutions, and the repeal of the Bubble Act in 1825», Economic History Review 50(4), pp. 675-696. HARRIS, R. (2000), Industrializing English Law: Entrepreneurship and Business Organization, 1720-1844, Cambridge: Cambridge University Press. HAUTCOEUR, P.-C. ed. (2007), Le marché financier français au XIXe siècle, Paris: Publications de la Sorbonne. HILAIRE, J. (1995), Le droit, les affaires et l'histoire, Paris: Economica. HIRSCH, J.-P. (1991), Les deux rêves du commerce. Entreprise et institutions dans la région lilloise, 1780 – 1860, Paris: Éditions de l’EHESS. HIRSCH, J.-P. and MINARD, P. (1998), «"Laissez-nous faire et protégez-nous beaucoup" : Pour une histoire des pratiques institutionnelles dans l’industrie française, XVIIIe-XIXe siècle», in BERGERON, L. et BOURDELAIS, P. (éds.), La France n’est–elle pas douée pour l'industrie?, Paris Belin, pp. 135-158. HOFFMAN, P. T., POSTEL-VINAY, G. and ROSENTHAL, J. L. (2000), Priceless Makets: The Political Economy of Credit in Paris, 1660-1870, Chicago: University of Chicago Press. HORN, N. and KOCKA, J. (1979), Recht und Entwicklung der Großunternehmen im 19. und frühen 20. Jahrhundert, Göttingen: Vandenhoeck und Ruprecht. JOURDAIN and MALPEYRE (1833), Traité des sociétés commerciales, Paris. KAY, J. (1993), Foundations of corporate success: How business strategies add value, Oxford: Oxford University Press. KESSLER, A. D. (2003), «Limited Liability in Context: Lessons from the French Origins of the American Limited Partnership», The Journal of Legal Studies 32(2), pp. 511-548. KESSLER, W. (1948), «Incorporation in New England: A Statistical Study, 1800-1875», Journal of Economic History 8, pp. 43-62. LAMOREAUX, N. R. (1994), Insider Lending: Banks, Personal Connections, and Economic Development in Industrial New England: Cambridge University Press. LAMOREAUX, N. R. (2009), «Scylla or Charybdis? Historical Reflections on Two Basic Problems of Corporate Governance», Business History Review 83(1). [23] LAMOREAUX, N. R. and ROSENTHAL, J. L. (2005), «Legal Regime and Contractual Flexibility: A Comparison of Business's Organizational Choices in France and the United States during the Era of Industrialization», American Law and Economics Review 7(1), pp. 28-61. LEFEBVRE-TEILLARD, A. (1981), «L'intervention de l'Etat dans la constitution des sociétés anonymes (1808-1867)», Revue historique de droit français et étranger 59e année, pp. 383-418. LEFEBVRE-TEILLARD, A. (1985), La société anonyme au XIXème siècle, Paris: PUF. LEFEBVRE-TEILLARD, A. (1988), «Règles générales et droit d'exception: les sociétés par actions pendant le période révolutionnaire», in La Révolution et l'ordre juridique privé. Actes du colloque d'Orléans, Paris PUF, pp. 761-771. LEMERCIER, C. (2003), Un si discret pouvoir : aux origines de la chambre de commerce de Paris, Paris: La Découverte. LÉVY-BRUHL, H. (1938), Histoire juridique des sociétés de commerce en France aux XVIIème et XVIIIème siècles, Paris: Domat-Montchrestien. LÉVY-LEBOYER, M. (1964), Les banques européennes et l'industrialisation internationale dans la première moitié du XIXe siècle, Paris: Presses universitaires de France. LÉVY-LEBOYER, M. (1984), «The Large Family Firm in French Manufacturing», in OKOCHI, A. et YASUOKA, S. (éds.), Family Business in the Era of Industrial Growth: Ownership and Management, Tokyo University of Tokyo Press. LEWIS, G. (1993), The Advent of Modern Capitalism in France, 1770-1840, Oxford: Oxford University Press. LOBBAN, M. (1996), «Corporate Identity and Limited Liability in France and England 182567», Common Law World Review 25, pp. 397-440. LÜPOLD, M. and SCHNYDER, G. (2006), «Protecting insiders against foreigners? Aspects of corporate governance in three small states, Switzerland, Sweden, and The Netherlands, 1900-1960», Paper presented at the European Social Science History Conference (ESSHC) Amsterdam, March 22nd-25th 2006. MARSEILHAN, P. (1930), La Coulisse et sa réorganisation, Paris: Thèse pour le doctorat de droit. PAYNE, P. L. (1988), British Entrepreneurship in the Nineteenth Century, London: Macmillan Education. ROSANVALLON, P. (1989), «Corporations et corps intermédiaires», Le Débat 57, pp. 190-194. ROSANVALLON, P. (1990), L’Etat en France de 1789 à nos jours, Paris: Seuil. SABEAN, D. W. (1998), Kinship in Neckarhausen: 1700-1870, Cambridge: Cambridge University Press. SIEYÈS, E. (1788), Essai sur le privilège, Paris. SOUGY, N. (2008), Les charbons de la Nièvre (1838-1914), Grenoble: Presses Universitaires de Grenoble. THÉPOT, A. (1998), Les ingénieurs des mines du XIXème siècle: histoire d'un corps technique d'Etat, 1810-1914, Paris: ESKA. [24] VERLEY, P. (2003), Nouvelle histoire économique de la France contemporaine, vol. 2: L'industrialisation, Paris: La Découverte. VINCENS, E. (1821), Exposition raisonnée de la législation commerciale et examen critique du Code de commerce, Paris. VINCENS, E. (1837), Des sociétés par actions. Des banques en France, Paris. WOLOWSKI, L. (1838), Des sociétés par actions, Paris. Tables and Figures Table I: The Menu of Organizational Choices Type of Form Ordinary Partneship Limited Partneship Limited Partneship with tradable shares Corporation Definition of Form Two or more partners, all unlimitedly liable One or more general partners with unlimited liability, and one or more special partners who cannot participate in management but who have limited liability Same as limited partnership, except special partners' shares can be bought and sold on the market Availability? Yes in all four countries All members have limited liability and their shares are tradable Required special permission until: France: 1867 Germany: 1860s-1870, varied by state UK: 1844 without limited liability and 1855-6 with limited liability US: mostly middle third of nineteenth century, varied by state Source: Guinnane, Harris, Lamoreaux and Rosenthal (2007). [25] France: yes Germany: yes UK: only after 1907 US: yes, but in an unattractive form France: yes Germany: yes UK: no US: no Table II: Repartition SA by sector, 1808-1867 Insurance 152 Transportation 118 Public infrastructure 110 87 51 27 16 Mining and metallurgy Banking Real estate Textile Others Total 90 651 Source: Lefebvre-Teillard (1985), pp. 67 and 69. Figure I: Comparison of the capital of all requesting companies with authorized companies, 1812-1848 (Moving averages) Millions of Francs Authorized companies only 7 6 5 4 3 2 1 0 [26] All requesting companies 5000 1808 1810 1812 1814 1816 1818 1820 1822 1824 1826 1828 1830 1832 1834 1836 1838 1840 1842 1844 1846 1848 1850 1852 1854 1856 1858 1860 1862 1864 Number of shares issued 0.01 0.06 0.11 0.16 0.21 0.26 0.30 0.35 0.40 0.45 0.50 0.55 0.60 0.65 0.70 0.74 0.79 0.84 0.89 0.94 0.99 Millions of Francs Figure II: Capital of the SA, 1808-1867 14 12 10 8 6 4 2 0 Number of observations, in % of the total Figure III: Number of Shares issued, 1808-1867 (Moving average) 4500 4000 3500 3000 2500 2000 1500 1000 500 0 Source: Author's database [27] Figure IV: Number of shares issued, 1808-1867 30'000 25'000 20'000 15'000 10'000 5'000 0.02 0.06 0.11 0.15 0.20 0.25 0.29 0.34 0.38 0.43 0.48 0.52 0.57 0.62 0.66 0.71 0.75 0.80 0.85 0.89 0.94 0.98 0 Number of observations, in % of the total Figure V:: % of shareholders's of a SA from the dominant geographic origins (administrative departments) 1 0.9 0.8 0.7 0.6 0.5 Dpt1 0.4 Dpt2 0.3 Dpt3 0.2 0.1 [28] 1868 1865 1862 1859 1856 1853 1850 1847 1844 1841 1838 1835 1832 1829 1826 1823 1820 1817 1814 1811 1808 0 Figure VI: Number of Shareholders, 1808-1867 (Moving average) 200 180 160 140 120 100 80 60 40 20 1808 1810 1812 1814 1816 1818 1820 1822 1824 1826 1828 1830 1832 1834 1836 1838 1840 1842 1844 1846 1848 1850 1852 1854 1856 1858 1860 1862 1864 1866 0 Source: Author's database Figure VII: Proportion of Capital held by the 1, 2, 5, 10, 20 and 50 biggest shareholders 1 0.9 0.8 0.7 0.6 50 0.5 20 0.4 10 0.3 5 0.2 2 0.1 1 Source: Author's database [29] 1868 1865 1862 1859 1856 1853 1850 1847 1844 1841 1838 1835 1832 1829 1826 1823 1820 1817 1814 1811 1808 0 Figure VIII: % of Shareholders possessing 33%, 50% and 66% of the Capital 0.6 0.5 0.4 66% 0.3 50% 0.2 33% 0.1 1808 1811 1814 1817 1820 1823 1826 1829 1832 1835 1838 1841 1844 1847 1850 1853 1856 1859 0 Source: Author's database Figure IX: Shares' par value 25'000 20'000 15'000 10'000 5'000 1817 1819 1821 1823 1825 1827 1829 1831 1833 1835 1837 1839 1841 1843 1845 1847 1849 1851 1853 1855 1857 1859 1861 1863 1865 1867 0 Source: Author's database [30] 1808 1810 1812 1814 1816 1818 1820 1822 1824 1826 1828 1830 1832 1834 1836 1838 1840 1842 1844 1846 1848 1850 1852 1854 1856 1858 1860 1862 1864 1866 Figure X: Annual SA Creations in France, 1808-1867 40 35 30 25 20 15 10 5 0 Source: Author's computation from Freedeman (1979) [31]