ABSTRACT

The absence of enthusiasm on the part of leading capitalists for the enactment of a general system of limited liability incorporation was to a large degree a consequence of the largely unstated fear that the legislation would open up otherwise closed avenues of competition. The fear amongst larger capitalists that limited liability legislation might have an adverse effect on their profitability and even the manner in which they organized their businesses was well founded. The manner in which the issue was often presented in public forums by the groups opposed to the introduction of a general incorporations statute was that limited liability was ‘unEnglish’. The conservatism of most entrepreneurs and the persistence of pre-capitalist notions of honour and responsibility in mid-nineteenth century England may explain the otherwise inexplicable and irrational resistance of established businessmen to limited liability incorporation.