Accountability vs privacy, 1844–1907: the coming of the private company

Abstract

Recent periods have seen demands for increased corporate disclosures and new technologies by which those disclosures may be widely disseminated. These trends have coincided with a period of intense competition. Embarking on a major review of UK company law, the Department of Trade and Industry seeks to balance transparency with commercial freedom. This paper considers the causes of secrecy, and the circumstances in which it came into conflict with accountability in registered companies in the UK during the second half of the nineteenth century. It examines the approaches adopted in attempts to resolve that conflict, leading to a distinction between companies inviting public subscription, in which a substantial measure of accountability was expected, and private companies, in which proprietors were permitted a large measure of privacy. Although the creation of the private company at first appeared to provide a satisfactory solution to the problem, new difficulties soon emerged in attempting to restrict the privileges attaching to it to those situations for which it had been intended.