Appendix CASE ONE - Collection Point® | The Total Digital Asset ...

168 Legal History in the Making
and other companies serving some public interest still underwent careful
investigation and control.
In the eighteenth century some contracts of association had to be registered
in local courts or by municipal authorities. Some of them even had to be
published in newspapers as well. At present it is not clear under what specific
conditions such registration or publication was necessary. Until 1862 there
were a few unclear rules. The purpose of registration was to give publicity
to the fact that such a contract had been made but it is doubtful whether it
had the effect intended. The legal theorists of the early nineteenth century
discussed whether publication in the traditional way by oral reading in the
courts was of any legal effect whatever. It was also questioned whether the
written registration in the records and files of the courts was of more or less
legal effect than oral reading. A desire for a better system was growing in
broad circles of commercial and political life in the middle of the nineteenth
century. 5 The new democratic constitution of 1849 proclaimed many new
liberties or civil rights. Freedom of association and freedom of business were
specifically promised. To give effect to this promise new statutes were needed.
One of the new acts concerned registration of firms (1862). It introduced a
special register for 'anonymous' or joint stock companies and for trading
companies which could be sued. The inspiration for this modern registration
system was found in the English Company Acts of the same period. The Act
of 1862 was, however, unclear as to which companies were to be registered as
societes anonymes and which as ordinary companies with some limitation of
their liability. During the discussions of the bill on registration of firms in the
Danish parliament some members wanted it to be limited to questions about
regulation of business, that is to matters of public law, while others wanted
it to deal with problems of private law as well, for instance the question of
liability. The latter group won the discussion and this led to an Act uncertain
in content. The Act was replaced by a new Firms Act in 1889, which was not
very clear either, but was a result of Nordic legislative cooperation and so set
out some of the more generally accepted principles of regulation of firms.
These Acts were the only general legislation on joint stock companies until
1917. Danish industry and enterprises had a very high degree of freedom to
develop rules and principles for their companies and manufacturing plants,
acting almost as they themselves thought best. And some of them did so. A
famous businessman, C.F. Tietgen, had a strong influence on the development
of company law. 6 The only legal means of preventing fraud and the making of
'empty' companies were the rules on registration. But even if a company was
5 A.S. 0rsted, Haandbog over den danske og norske Lovkyndighed, v (Copenhagen, 1832), 418;
P.G. Bang, 'Udvikling af Lasren om Interessentskab og de samme naermest vedkommende Retsforhold',
Juridisk Tidsskrift, xvi (1829), 15.
6 R. Willerslev, Studier i Dansk Industrihistorie, 1850-1880 (Copenhagen, 1952); Ole Lange,
Finansmcend, str&mcend og mandariner; C.F. Tietgen, Privatbanken og Store Nordiske, Etablering,
1868-76 (Copenhagen, 1978).