Abstract: Although historians have explored changes both in the way that American corporations were created in the 19th century and in theories of the corporation, very little is known about the history of corporate governance before the 20th century. Most historians assume that the power of individual shareholders has always been proportional to their investment (based on the one-vote-per-share voting rules so familiar in the 20th century), and therefore that large shareholders have always held the preponderance of power. This chapter suggests that this essentially timeless view of the distribution of power among American shareholders is simply wrong — that voting rules once routinely curbed the power of large shareholders — and that the failure to appreciate these (distinctively American) changes in the governance of corporations over the middle decades of the 19th century has, among other things, impoverished the understanding of late 19th-century debates about the nature of corporations.

Keywords: corporate governance, shareholder rights, stakeholder, corporate law, corporation, voting, suffrage, management,