A History of Company Law in Colonial Australia (
A HISTORY OF COMPANY LAW IN COLONIAL AUSTRALIA: ECONOMIC DEVELOPMENT AND LEGAL EVOLUTION
PHILLIP LIPTON∗
[The history of Australian company law has attracted remarkably little attention in academic literature, perhaps because it has mainly been seen as a copy of English law with few, if any, noteworthy features. This article points out several interesting and significant aspects of the evolution of Australian company law and considers this evolution in the context of the economic development of colonial Australia. Australian company law is an example of the transplantation of English law, raising the question of whether this transplant was successful. The central contention of this article is that although a substantial part of Australia’s company law was transplanted from England, its evolution was innovative and responsive to the economic needs of Australian society at the time. In particular, Australia’s company law was instrumental in financing the development of the mining industry, which played an important role in the economic success of colonial Australia.]
CONTENTS
I II III IV V VI VII VIII IX Introduction............................................................................................................. 805 Pre-Legislative Development of Companies .......................................................... 808 Early Experiments in Limited Liability .................................................................. 811 The Transplanting of the Companies Act 1862, 25 & 26 Vict, c 89 ....................... 814 The No Liability Legislation for Mining Companies ............................................. 818 The Reforms of the 1890s....................................................................................... 822 The ‘Transplant Effect’........................................................................................... 828 Legal Autonomy Versus Functionalism.................................................................. 831
PHILLIP LIPTON∗
[The history of Australian company law has attracted remarkably little attention in academic literature, perhaps because it has mainly been seen as a copy of English law with few, if any, noteworthy features. This article points out several interesting and significant aspects of the evolution of Australian company law and considers this evolution in the context of the economic development of colonial Australia. Australian company law is an example of the transplantation of English law, raising the question of whether this transplant was successful. The central contention of this article is that although a substantial part of Australia’s company law was transplanted from England, its evolution was innovative and responsive to the economic needs of Australian society at the time. In particular, Australia’s company law was instrumental in financing the development of the mining industry, which played an important role in the economic success of colonial Australia.]
CONTENTS
I II III IV V VI VII VIII IX Introduction............................................................................................................. 805 Pre-Legislative Development of Companies .......................................................... 808 Early Experiments in Limited Liability .................................................................. 811 The Transplanting of the Companies Act 1862, 25 & 26 Vict, c 89 ....................... 814 The No Liability Legislation for Mining Companies ............................................. 818 The Reforms of the 1890s....................................................................................... 822 The ‘Transplant Effect’........................................................................................... 828 Legal Autonomy Versus Functionalism.................................................................. 831