Contractual Freedom and Corporate Governance in Britain in the Late Nineteenth and Early Twentieth Centuries
通过分析十九世纪末二十世纪初英国公司的章程，发现大多数公司（无论大小或是否公开交易）都通过合同自由将权力从股东转移给董事，且政府、股东和市场对此几乎没有施加压力。
British general incorporation law granted companies an extraordinary degree of contractual freedom. It provided companies with a default set of articles of association, but incorporators were free to reject any or all of the provisions and write their own rules instead. We study the uses to which incorporators put this flexibility by examining the articles of association filed by three random samples of companies from the late nineteenth and early twentieth centuries, as well as by a sample of companies whose securities traded publicly. Contrary to the literature, we find that most companies, regardless of size or whether their securities traded on the market, wrote articles that shifted power from shareholders to directors. We find, moreover, that there was little pressure from the government, shareholders, or the market to adopt more shareholder-friendly governance rules.