ACCOUNTiNG, ENGINEERING, OR ADVERTISING? LIMITED LIABILITY, THE COMPANY PROSPECTUS, AND THE LANGUAGE OF UNCERTAINTY IN VICTORIAN BRITAIN

This paper looks at a particularly puzzling historical example of delay in the use of the law, the under-use by Victorian Britain of the general incorporation statutes passed between 1844 and 1862. Comparison of the rhetoric of company prospectuses of 1824-1862 and 1898 suggests that uncertainty about the meaning of “incorporation with limited liability” among those who might have benefited from it may have persisted for decades following the statute’s passage. Continuing uncertainty meant continuing interpretation costs, and continuing interpretation costs meant insufficient interpretation: until each law user involved with an enterprise interpreted and came to understand the rule’s meaning, less than fully realized.