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Available at Durham E-Theses Online: http://etheses.dur.ac.uk/5572/ Use policy The full-text may be used and/or reproduced, and given to third parties in any format or medium, without prior permission or charge, for personal research or study, educational, or not-for-prot purposes provided that: • a full bibliographic reference is made to the original source • a link is made to the metadata record in Durham E-Theses • the full-text is not changed in any way The full-text must not be sold in any format or medium without the formal permission of the copyright holders. Please consult the full Durham E-Theses policy for further details. Academic Support Oce, Durham University, University Oce, Old Elvet, Durham DH1 3HP e-mail: [email protected] Tel: +44 0191 334 6107 http://etheses.dur.ac.uk 2 MJUR THESIS SUBMISSION The Rise and Fall of the Chartered Corporation: A Historical Analysis The Development of the Charter up to 1500, the Rise of the Chartered Corporation post 1500, the Decline and Fall of the Charter as a Method of Incorporation in the 19th Century and the Potential for a Resurgence in the 21st Century. Tom Boardman-Weston – University College – Law School January 2012 i | P a g e The Rise and Fall of the Chartered Corporation: A Historical Analysis – Abstract Despite the increasing impact and pervasiveness of companies’ law in the United Kingdom, little research has been undertaken to examine its development in the pre-registration, incorporation by charter period (pre-1844) and the ‘revolution’ of routine Companies Acts ending the charter monopoly. This work attempts to examine closely the development of the chartered body from its first inception in pre-Norman times through its commercial expansion in the 16th – early 19th Centuries culminating in not only its virtual de facto death but also its de jure death in 1844 with the rise of the registered corporation. In order to achieve this, both contemporary and modern evidence and commentary has been analysed, and a ‘timeline’ of developments created. As an integral part of this, the impact of case-law and jurisprudence will be considered, and the impact which it had upon the body of statute-law considered. Having presented, discussed and evaluated the evidence, the work concludes by discussing the possibilities for a chartered form of incorporation for commercial going concerns in the 21st Century and beyond. In the conclusion, it is hoped that suitable evidence will be provided to illustrate that the ‘chartered’ method of incorporation still retains a number of advantages over the more current ‘registration method’ and to apply these views to a modern company may not be as archaic and anachronistic as previously believed. To this end, a final case-study will be used to illustrate how this theory may work in fact. T.K.C. Boardman-Weston ----- The author would like to acknowledge the continued support provided to him by his supervisors in the law school, and in particular Mr. Christopher Riley who provided him not only with large amounts of material with which to work, but also with a clear passion for this area of the law, and historical law more generally. He would also like to thank Mr. J. Viney, Mr. H. Skudra and Miss. A. McDonald for acting as sounding boards throughout the process. ii | P a g e Table of Contents Abstract and Aknowledgements..………………………………………………………………………………………………………..............…i Table of Legislation.......................................................................................................................... iv Table of Cases..................................................................................................................................................v Introduction………………………………………………………………………………………………………………………………….vi Chapter ONE – The Ancestors of Chartered Corporations ………………………………………………………….…1 i) Companies, Commerce and their Mechanics………………………………………………………………………….1 ii) Charta to Charter…………………………………………………………………………………………………………………..4 Chapter TWO - The Birth of Chartered Organisations …………………………………………………………….…….7 The Gilds Merchant……………………………………………………………………………………………………………………9 Fig. 2.1 - Political Map of France 1154………………………………………………………………………………….13 The Craft Guilds……………………………………………………………………………………………………………………….14 Chapter THREE –The 16 th and 17 th Centuries, the Formation of the ‘Great’ Companies and their Rise. ……………………………………………………………………………………………………………………………………………18 Table 3.1 – Joint Stock Companies formed in the 16 th Century…………………………………………….19 Regulated Corporations…………………………………………………………………………………………………………..19 Joint-Stock Corporations………………………………………………………………………………………………………….20 Table 3.2 – Time-lines of 10 companies and their Corporate Forms…………………………………….22 Fig. 3.3 – Protectionism via global duopoly – The Treaty of Tordesillas Line ........................... 24 Case-Study: The East India Company ............................................................................................ 25 Fig. 3.4 – British Influence in India 1785 ................................................................................... 28 Fig. 3.5 – British Influence in India 1857 ................................................................................... 29 Governance of the East India Company ........................................................................................ 32 Fig. 3.6 – Structure of the East India Company ......................................................................... 32 Table 3.7 – Governance comparison between the East India Company and a 21 st Century Company ................................................................................................................................... 34 iii | P a g e Chapter FOUR – The Situation in 1700, South Sea Company, Sword Blade Company and BoE. …36 The Bank of England ..................................................................................................................... 36 The Sword Blade Company ........................................................................................................... 38 The South Sea Company ............................................................................................................... 41 Corporate Governance .................................................................................................................. 43 Chapter FIVE – The Bubble Act 1720 – Background and Effect ……………………………………………………45 The Mississippi Bubble (The bankrupting of France) .................................................................... 46 England’s Bubble ........................................................................................................................... 47 Fig. 5.1 – A graph illustrating the value of South Sea Stock in 1720, both in actual terms and in terms of subscription cost. ....................................................................................................... 50 The Act – Not many people know that…. ..................................................................................... 51 “News Just In – Breathing Legalised” - A Legal Solution to a Non-Existent Problem? ................. 54 Chapter SIX – The Birth of Modern Companies (1844). The Death of the Charter? ……………………..58 Political Wrangling – Economic Liberalism v. State Control58 The impact of case law on the law of companies ......................................................................... 61 Empirical Comparison ................................................................................................................... 67 Graph 6.1................................................................................................................................... 68 Graph 6.2................................................................................................................................... 68 Corporate Governance .................................................................................................................. 69 Case Study on State Interference in Corporate Affairs: EIC v. Railtrack ....................................... 70 Chapter SEVEN – In cauda venenum ……………………………………………………………………………………………73 Case Study: News Corporation, BSkyB, free markets and monopolies. ....................................... 75 Chapter EIGHT – Conclusion ……………………………………………………………………………………………………….78 Appendix I – Charter of the Worshipful Company of Clockmakers ………………………………………………81 iv | P a g e Appendix II – Charter of the Worshipful Company of Actuaries …………………………………………………. 87 Appendix III – A Brief Treatise on Stock Jobbing ………………………………………………………………………..104 Bibliography and Table of Cases ……………………………………………………………………………………………….110
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