| Despite their apparent clarity even the plainest of plain meaning statutes remains unused. So it was with the new general incorporation statutes passed in Great Britain between 1844 and 1862. The economic benefits of incorporation, most particularly the benefit of "limited liability," became available at mid-century, yet widespread use of the corporate form of business organization did not follow for a half century. Why?;To answer the puzzle of delay and to speak to the larger question of "How does the law work, anyway?" an intentionally interdisciplinary approach is used. Modern portfolio theory is used to simulate potential portfolio returns using share prices reported daily in The Times in 1845--1847 and 1853--1858. The simulated returns are then combined with information on company formation to estimate the unrealized gain from limited liability. Sources used include parliamentary papers, judicial opinions and other court records, and legal treatises.;At the heart of the argument is extended application of a rhetorical idea dating back to Quintilian and the Institutio Oratoria. Emphasis is placed upon places of agreement not upon places of disagreement, upon "questions-beneath-the-questions," upon the agreed-upon places (what Quintilian called status, or "grounds") which underlie political disputes on the "best" enterprise law. Writings of Adam Smith and Bentham are compared to show how the status of Victorian makers of company law were places of Jeremy Bentham. Exegesis of Parliamentary speech is then combined with examination of "leading cases" such as Salomon v. Salomon and Company (1897) to show how the rhetoric of the lawmaker of 1844--1862 was not located in the places of people who might use the law. Interpretation remained necessary; and because that interpretation was expensive, use of the form which the new statutes allowed would have to wait. |
