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Law and Justice in the 1950s: 1. Shaking up the Savoy

Law and Justice in the 1950s
1. Shaking up the Savoy

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Notes

table of contents
  1. Cover
  2. Series
  3. Title
  4. Copyright
  5. Contents
  6. Notes on contributors
  7. Introduction
  8. 1. Shaking up the Savoy
  9. 2. The Great London Smog of 1952: its consequences and contemporary relevance
  10. 3. Direct line to Beeching and beyond? The failure of the 1950s railway modernisation plan
  11. 4. Professor Gower, complacent academics and legal education
  12. 5. A university in (or of) Wales? Vaisey’s folly and St David’s College, Lampeter
  13. 6. Radio, The Listener and The Times: lessons from the 1950s in the public understanding of law
  14. 7. Divorce law reform and feminism in the 1950s
  15. 8. Mrs Gladys Hutchinson, Lord Upjohn and the case of the bankrupt ‘spendthrift … ne’er-do-well and … waster’
  16. 9. The Wolfenden Report, homosexuality and women
  17. Index

Chapter 1 Shaking up the Savoy1

Sally Wheeler

The 1950s saw the rise of the corporate takeover. Although there had been corporate mergers and amalgamations in the pre-Second World War decades, they were of a different character. They were most often as a result of agreed action between the boards of directors of the respective companies. In the first full decade after the Second World War, hostile takeovers began to occur. A hostile takeover is a takeover in circumstances where the board of directors of the target company do not recommend that the target company’s shareholders accept the offer that is being made for their shares. The offer is then made directly to those shareholders who decide by vote whether to accept the offer or not. The rejection of the offer by the directors of the target company results in a ‘battle’ – for control of the target company – the more shares the bidders can acquire on the open market means the fewer shares they have to purchase by making a direct above-market price offer to existing shareholders for their shares. If they have to make that offer it has to be attractive and more compelling than any offer of increased dividends, new share issues or above-market-price share purchase made by the incumbent directors – hence the use of combative language like ‘struggle’ and ‘battle’. The focus of this chapter is on one particular hostile takeover attempt in 1953 – the battle for ownership of the Savoy Hotel Ltd, a company listed on the London Stock Exchange. This was indeed the company that owned the London hotel of the same name, but as the second section, ‘The battle story’, explains, Savoy Hotel Ltd had more extensive property holdings than simply the Savoy Hotel itself.

At the level of corporate organisation and governance the battle for the Savoy was not the first hostile takeover bid of the 1950s. That honour fell to the takeover by Charles Clore of J. Sears & Co.2 Sears was the parent company of a shoe shop chain, Freeman, Hardy and Willis, which those of us of a certain age might remember as the shop where we bought our first pair of ‘going out’ shoes in the late 1970s and early 1980s. Clore conducted his pursuit of Sears largely in secret – he built up his shares through carefully judged acquisitions in the market and reportedly the first that the management of Sears knew about his bid was when its Chairman received Clore’s offer shortly after the Stock Exchange was informed.3 A short struggle ensued but ultimately Clore took control of J. Sears & Co.4 The shoe shops he acquired just as clothes rationing ended did not have quite the glamour of one of the best known and most loved hotels in London.5 However the takeover attempt on the Savoy is of particular interest as it became a battle of cultures between the old (pre-war) London and the ideal of a new (post-war London). These unique features and the secrecy and speed of Clore’s successful bid for J. Sears & Co meant that the events that surrounded the Savoy occasioned much contemporary comment and have remained in popular consciousness.

The attempted takeover of the Savoy raged from late summer 1953 to December of that year. There was media commentary in print and on the radio and questions and statements in Parliament. The chronological story of the machinations of the takeover bid and its dramatis personae is set out in the second section, ‘The battle story’. Charles Clore has a supporting role. However as the first and third sections, ‘Changing corporate practices’ and ‘The aftermath’, make clear, the interest in this story does not begin and end with the events of the bid itself. For sure, the story is exciting enough being about landmark London hotels and people wheeling and dealing, first secretively and then openly, very large amounts of money, but it also sits in a much larger frame of new corporate practices and relatively new (1948) corporate legislation. However, the story is not just about the operation of corporate law. Whilst better known and documented features of the immediate post-war years in social and economic terms are the establishment of the NHS, the nationalisation of infrastructure and key heavy industries6 and the stirrings of discontent around the lot of ‘the worker’, there was also the huge task of reconstructing towns and cities in terms of planning and building new retail and office spaces and residential properties.7 The proposed takeover of the Savoy was part of this project too. As the first section, ‘Changing corporate practices’, explains, what ties together hostile takeover bids like the one for the Savoy, which were rarely seen before the Second World War but were more frequent in the years following it, and corporate governance practices are, in part, rising asset, including property, values. The third section, ‘The aftermath’, considers the long-term significance of hostile takeover bids and the ways of doing business that came with it for British capitalism and company law.

Changing corporate practices

It would be erroneous to think that hostile takeovers became the norm in the 1950s. They did not. The amalgamation of industrial firms and the absorption of one commercial concern by another in largely co-operative circumstances, to create the ‘scale’8 that Hannah9 in his discussions of rationalisation and others identified as a trend in the 1920s and 1930s, continued.10 At the same time the move away from close control of companies by families and their associates through share ownership and management to dispersed share ownership and professional management began to infuse companies in the UK as it had done in the US.11 The timing and extent of this move is the subject of an intense debate between the American economic historian Alfred Chandler12 and many British business historians, the most prominent of whom is Leslie Hannah.13 The contours of the debate fall largely outside the boundaries of this contribution. Its significance here lies not so much in the subject matter detail of the debate itself but in what it tells us as socio-legal scholars about the difficulties of comparative work, the dangers of assuming path dependency and the importance of the context of soft law rules (for example the listing rules of the London Stock Exchange required that 66 per cent of shares were offered to the public (a ‘free’ float) on any public issue of shares.

What is interesting about the 1950s is that these previously largely amicable business arrangements for mergers were supplemented by a sudden wave of what we might term unwelcome takeover approaches to target companies. Charles Clore is credited with pioneering this movement and, by some, with being a fearless entrepreneur who had the courage to take on the establishment.14 Certainly in the years immediately following his takeover of Sears Clore acquired three more chains of shoe shops (Dolcis, Phillips Bros and Curtis) and a haulage and motor distribution firm in Scotland (Scottish Motor Traction). By the end of the 1950s he also had acquired jewellery businesses, Mappin and Webb and Garrards, and had tried and failed to acquire the Watney brewing and pub chain.15 Whilst Clore was clearly both a clever and successful businessman16 who surrounded himself with skilled advisors, there are rather more prosaic reasons for the surge in takeover activity beyond Clore’s genius.17

The most significant of these was the change in the accounting requirements for companies introduced initially by the Companies Act 1947 and then consolidated into the 1948 legislation.18 The theme of the 1947 legislation was enhanced disclosure.19 The legislation required consolidated profit and loss accounts and a consolidated balance sheet to be prepared and disclosed.20 This practice had previously been voluntary. Within this balance sheet, cost and valuation had to be separated from accumulated depreciation, investments (other than those in subsidiaries) had to be disclosed and stated separately, the dividend recommended was to be accrued and stated, contingent liabilities and their estimated amount were to be disclosed as were the value of contracts for capital expenditure.21 Secret reserves, often held as a hedge against possible inflation in uncertain times, could no longer be used to disguise what would otherwise have been seen as potential profits for distribution as transfers between accounts were to be disclosed.22 The effect of these legislative changes was to end the information asymmetry between company directors on the one hand and shareholders and to a greater extent potential bidders, on the other hand.23 Directors could no longer rely on their control of financial information to keep bidders at bay and potential bidders could now assess the financial position of a target company without its alerting directors with requests for information.

The 1947 legislation had followed closely the recommendations of the Cohen Committee Report which was published in 1945.24 The Committee was at pains to point out in its report that greater accounting disclose was required to create ‘confidence in the financial management of industry’ and end suggestions that profits were being accumulated to the detriment of consumers and employees.25 This sentiment is in sharp contrast to those expressed by the Greene Committee, the recommendations of which had underpinned the Companies Act 1928 (like the 1947 Companies Act, the 1928 legislation became part of consolidated legislation in the form of the 1929 Companies Act).26 The Greene Report rejected any suggestion that legislation should dictate the form of company accounts. For them this was an area where a company needed a free hand27 unless shareholders intervened to ask for information to be presented in a particular way.28 It was not just the form of accounts that shareholders influenced. The whole premise of the 1929 legislation was that accounting practice was a matter between director and shareholder. Publication and disclosure was not needed for shareholders as they were considered to be close enough to directors to simply ask for more information. Rather publication and disclosure gave information to competitors and in any event a mandatory form of disclosure would not work because of the diversity of companies that existed.29

What sparked this legislative volte face between 1929 and 1948? One might see it as a response of the post-war Labour government to the financial scandals of the 1930s30 in terms that the state should regulate economic activity more closely on behalf of the public interest.31 However a more plausible explanation is found in the text of the Cohen Report. It contains express acknowledgment that the separation of ownership and control was now the norm in listed companies in the UK; shareholders’ control of directors was now illusory as the typical corporate investment base was no longer a few wealthy shareholders but many small shareholders with little financial experience requiring a satisfactory dividend and too dispersed to organise themselves to obtain information from the directors.32 The provision of more publicly available information in a standardised form could only assist these shareholders.33 Post the 1948 companies legislation there was a new information democracy in which both existing shareholders and potential bidders could assess the financial health and potential of any listed company.

Aside from changes in the Companies Act 1948, there were also other Government policies running concurrently that made takeovers attractive. High inflation in the post-war period was countered by a policy of dividend restraint, even though this was something that many economists considered to be an ineffective brake on inflation, as retained profits could be spent on corporate asset maintenance and replacement.34 If the now often-professionalised corporate management did decide to retain profits to combat rising costs of materials and labour, dispersed shareholders were unlikely to be able to co-ordinate action to push for an increased dividend. Unlocking retained profits to enhance the acquired business or using them for other acquisitions was attractive to takeover bidders.35 Distributed profits as dividends were taxed much more heavily than retained profits.36 This policy setting continued for much of the decade. By 1956 retained corporate earnings were taxed at 3 per cent and distributed profits at 30 per cent.37 Both shareholders and bidders could gain from a takeover. For the shareholder low dividend return was replaced by cash from selling shares, the price of which was depressed by low dividend return. For the bidder the depressed share price made their acquisition more affordable. Dispersed share ownership meant that a bidder did not need to acquire the whole share capital of a target company; only sufficient shares to guarantee control were required making the costs of acquisition lower. In addition to accessing retained profits, on acquisition the new company owners could raise dividends which would push up the share price and allow them to sell their shares at a profit (the classic market for corporate control situation) or they could sell fixed property assets, investing the proceeds for a higher return and leasing back the asset if it was still required by the business.38

The battle story

The ‘property’ context

Savoy Ltd had over 4,000 individual shareholders and in 1953 owned, in addition to the Savoy Hotel, the Savoy Theatre, Claridge’s, the Berkeley Hotel, Simpsons on the Strand, property in Stukeley Street Holborn, Cornwall Road, Panton Street, Whitcomb Street, Oxendon Street and hotel premises in Rome and Paris.39 According to the near-contemporary account of journalists Bull40 and Vice, this extensive ownership profile in the hospitality and entertainment sector was not commonly known, although one assumes that the more ‘business literate’ shareholders must have had some awareness of the extent of the company’s business just as they apparently had of the low level of dividend they were receiving.41 Increased trading in the shares of Savoy Ltd began in mid-September 1953. By November 1953 the price of ordinary shares had doubled from just over 25 shillings (s.) to just over 50s. This rise coupled with large purchases being made by overt nominees led the Savoy directors to recognise that this was a genuine attempt to take control of the company. However, the identity of the would-be raider was unknown at this point, making it a real-life whodunit. Once the directors knew who the bidder was, there was the possibility of negotiating with them for involvement with Savoy Ltd that stopped short of their acquiring control. This was impossible if their identity was unknown.

It became apparent (although it is difficult to determine the ‘how’ as all accounts of the takeover battle from the nearly contemporaneous ones to much later retelling in the biographies of individuals simply assert this, with later accounts clearly being derivative of earlier ones) that the takeover bidder had no intention of running the Savoy Hotel and every intention of redeveloping the site of the Berkeley Hotel as an office block. In 1953 the Berkeley Hotel stood on the corner of Berkeley Street and Piccadilly (not as it does today in Knightsbridge).42 Interestingly only one of the commentators on the takeover from the contemporary to the present day refers to it as the Battle for the Berkeley.43 The reason for this we would suggest is that a Battle for the Savoy was a battle about nostalgia and how the upper echelons of British Society lived their lives, whereas a Battle for the Berkeley could only ever be a battle about mere money. The Savoy was the hotel where novels were set,44 where wartime Government business was conducted,45 where displaced European royalty stayed46 and where famous Western star Gene Autry led his horse Champion up the steps and into the Lancaster Room having failed to ride it up there.47 Even retired Savoy Hotel staff wrote books about their time there.48 The Berkeley had never enjoyed the cachet of the Savoy but it had been a popular and profitable hotel before the Second World War. Unfortunately it did not recover either of those attributes in post-war London. By 1953 its profits were a fraction of their 1945 level.49

There were numerous attractions for the would-be property developer in the Berkeley site and others in Central London. Much corporate property had not been valued since before the war, so balance sheet values did not reflect current property values, which had been rising since the invasion of France in 1944. This meant that the cost of acquiring shares was dwarfed by the profits that could be made on the sale of corporate assets. One of the developers who began their career in property at this point was Harold Samuel who through his company Land Securities Investment Trust started to acquire sites in Neasden and Hatch End.50 By 1953 his ambitions had progressed from site purchase simpliciter to site development and in central London, too, including the Berkeley Hotel.51 Roberts reports that Clore launched his takeover for Sears on being informed by an estate agent, one Douglas Tovey, that the Sears balance sheet undervalued the firm’s 900 high street stores by £10 million.52 The possibility of selling undervalued property remains still today as a key rationale for the acquisition of seemingly under-performing high street retail chains.53 The Capital Issues Committee54 made it hard for companies to acquire bank finance or access the capital market, so realising cash from the sale of property assets sometimes accompanied by a lease back to an investor such as a life insurance company looking for a safe investment with a modest return was an attractive way of acquiring an injection of cash that could not be obtained through the more usual borrowing and capital raising methods.55 It was not a risk-free arrangement – rises in rental levels might leave a company paying out more in rent for an asset it had previously owned than it had received in sale proceeds.56

Demand for office accommodation was high. Victorian London had seen the building of offices, not by developers on a large scale for onward sale, but by owner occupiers. There had been very little additional office building between the wars in London as development had concentrated on building residential flats. Wartime bombing destroyed around 10 per cent of the available square footage in office accommodation.57 The Town and Country Planning Act 1947 had attempted to control inflation in property prices by levying a development tax.58 It had the effect, together with the need to acquire a building license and a shortage of raw materials, of dampening down development activity but not property prices.59 The development tax was removed by the Town and Country Planning Act 1953 and this boosted the property development industry. Changing patterns of British industry indicated that post-war London would be a headquarters for marketing, finance and other central functions of large, amalgamated industries and an international base for overseas industries. Investors in property, such as Cyril Black, moved their focus from residential property to commercial property where returns seemed more assured.60 As well as providing equity finance and support through lease back arrangements, life insurance companies such as Pearl and Legal & General Assurance Society bought finished office buildings as a way of acquiring assets with a similar longevity to their own financial obligations and occasionally developed property themselves.61

The Savoy takeover manoeuvres

Charles Clore was the directors’ first thought for the identity of the takeover bidder. He was sounded out in mid-October 1953 by one of the Savoy directors (often thought to be Goldsmith, as they were acquaintances) at a horse race meeting in France.62 Clore denied being the buyer and claimed to hold only around 500 Savoy shares. However, keen to offer his business acumen and support in the face of a possible takeover by persons as yet unknown, he suggested that the directors should recommend an offer to the Savoy shareholders from his company for their shares. He wanted only a seat on the board of Savoy Ltd and promised that no management changes would be made. The Savoy directors feared that if the Berkeley was lost to commercial office development, other sites would soon be lost as well. This offer was not without its attractions; the directors would not find themselves replaced in the short term. However Clore would not promise that he would not sell parts of the Savoy portfolio in the future and his offer was declined as a result.63 Under the Companies Act 1948 the Board of Trade could be asked to investigate share ownership if requested to do so by either 200 shareholders or the holders of one tenth of the share capital.64 The Savoy directors, together with employees who were shareholders, fulfilled these requirements and asked for an investigation. The Board of Trade appointed an Inspector who would report by early December at the latest. The announcement of the appointment had the effect of stabilising the share price. Shortly after the Inspector was appointed the City decided that the mystery bidder was Harold Samuel through his company Land Securities Investment Trust.

A defence strategy

Once the Savoy Ltd board of directors realised that it was the Berkeley Hotel and site that they needed to protect, they began to formulate a defence strategy. They needed to ensure that even if Savoy Ltd fell into the control of a takeover bidder the business of the Berkeley could not be altered. This meant that they did not need to compete to buy shares over and above the 7 per cent they held collectively in a market that would soon start to rise again once the Board of Trade Report was published. A defence strategy was created around the formation of a new company called Worcester Building Company (London) Ltd. There seem to be two possible rationales for the choice of this name for the rescue vehicle. The first is that there had once been a mansion belonging to the Earls of Worcester, known as Worcester House, standing between the Savoy Hotel and the river.65 The second is that a small bungalow in a Worcestershire village, Badsey, was where Harold Samuel, his wife, her sister and her husband, one Max Joseph and their respective children spent the years of the Second World War.66 Was this a way of signalling to Samuel that they knew he was the bidder? I have not been able to discern any family, business or property connection to Worcestershire so it may simply be where the family felt safest during the war in the event of a German invasion, particularly as they were Jewish.67

On 25 November 1953 Samuel notified the Savoy board that he was the takeover bidder and that he wanted to develop the Berkeley into offices. All other facets of Savoy Ltd including the existing management would remain the same. This offer was rejected by the board, which was worried that Samuel might not keep his promise and in any event they wanted the Berkeley to stay as a hotel. The Board of Trade report came out on 28 November. It confirmed Samuel as the takeover bidder and placed his shareholding in Savoy Ltd at 20 per cent. Charles Clore was identified as holding 9 per cent of the Savoy Ltd shares.68 Soon thereafter Clore sold his shares to Samuel giving him de facto control of the company. The Savoy share price rose to 60s as a result of these revelations and dealings. At this point both the Savoy directors and Samuel stopped buying shares. For Samuel this was because presumably he thought that, even if he converted the Berkeley Hotel to offices, 60s per share was the highest price at which he could make a profit. He might also have thought that with a shareholding of 29 per cent the Savoy Board would be prepared to enter into negotiations with him. The directors of Savoy Ltd stopped buying shares because they had formulated a clear strategy of defence through the Worcester Company. The share price eased back and by 2 December it was 51s.

The Worcester Building scheme defence strategy was revealed to shareholders, including Harold Samuel, on 5 December. Taken as a whole it appears a complex strategy but it can be broken down into a series of simple steps. Worcester Building Co. Ltd was incorporated with three classes of shares: first preference, second preference and ordinary. Ordinary shareholders had limited financial rights compared to the preference shareholders but enjoyed complete voting control. The object of Worcester Building Co. (in the company law sense of ‘object’) was the purchase and management of the Berkeley Hotel. Worcester Building Co. Ltd would acquire the Berkeley Hotel from Savoy Hotel Ltd using its preference shares as consideration. On acquiring the Berkeley Hotel, Worcester Building Co. Ltd would lease it back to the Savoy Hotel for fifty years with covenants that precluded its use as anything other than a hotel, thus reversing the sale and lease back weapon beloved of takeover bidders. Savoy Hotel Ltd would set up a staff benevolent fund with £30,000, part of which would be used by the fund’s trustees to subscribe for all the ordinary shares in Worcester Building Co. Ltd. The fund’s trustees could not be dismissed or replaced by the Savoy Board for fifty years and had voting control of Worcester Building Co. Ltd by virtue of representing the ordinary shareholders in it. Worcester Building Co. Ltd was a private company so it did not have quoted shares that could be bought nor was it required to offer a free float. Control of Savoy Ltd would not result in control of the Berkeley Hotel or its site. There was no provision either for profits to be taken out of Worcester Building Co. Ltd if the Berkeley Hotel was returned to profitability.

The response

There was both a private response, in that Harold Samuel took action as an individual shareholder, and a public response through the Board of Trade to the Worcester Building Scheme. Turning to the private response first, Samuel began buying shares again and increased his holding to around 40 per cent. He used the Companies Act 1948 to demand a Board of Trade investigation into the Worcester Building Scheme. In doing this he was presenting himself as quintessentially an ordinary shareholder of Savoy Ltd who was concerned its shareholders were losing control of some of the company’s property without any consultation or approval by them.69 Savoy Ltd also bought shares and the share price rose to 61s before falling back to 53s. During that time Harold Samuel offered to sell his shares to the Savoy Board, an offer that was initially rejected by the Board but ultimately accepted on 10 December at a price of 62s. 6d.70 A condition insisted upon by Samuel was that Worcester Building be liquidated. He also withdrew his application for a Board of Trade Inspector to be appointed.

From Samuel’s perspective he had realised a profit – some of the shares he purchased at a price of 40s or less. If he continued to buy shares it would take him longer to make a profit. He had no idea how difficult the directors of Savoy Ltd might become if he remained a significant shareholder with whom they did not wish to do business.71 The Savoy directors for their part had no desire to have the Worcester Building Scheme legally interrogated nor did they want existing small shareholders continually approached by Harold Samuel with promises of increasing company profitability if they sold their shares to him. A sale of Samuel’s shares to Savoy Ltd suited both parties. A final mystery, which has never been resolved, was how the Savoy Ltd directors financed the purchase of Samuel’s shares.72 The obvious answer is some sort of white knight or knights. No shareholder other than Samuel is likely to have been able to dispute the Worcester Building Scheme – those who remained independent of the Board were dispersed and almost certainly not in a position to finance action against the directors. Harold Samuel emerged a small shareholder’s hero out of the Savoy affair at a time when takeover bidders were generally not liked for the share price disruption and fluctuation their activities resulted in.73

There remained a concern that something akin to the Worcester Building Scheme, designed without the consent of shareholders, might be promulgated by other boards of directors trying to fend off a takeover bid. The public response was a decision by the Board of Trade under the Companies Act 1948 to appoint an Inspector in April 1954.74 It asked Milner Holland QC to report on whether the Worcester scheme was a breach of duty to the Savoy Company or its shareholders. Milner found75 that the directors had acted in good faith without thought of personal gain and that the transaction was not ultra vires their delegated powers.76 There is a discussion to be had here in company law terms about the desirability of Milner’s ultimate conclusion that the directors’ action should be considered invalid as, if one had regard to the purpose for which the power was exercised, it was clearly carried out to remove from current and future shareholders control of the Berkeley Hotel.77 However, that has been eschewed in this chapter in favour of a broader discussion of the Savoy takeover battle.

In 1955 the Savoy directors adopted what they hoped was an impregnable share structure from the perspective of thwarting a takeover. They oversaw the creation of a class of ‘B’ shares which carried forty times more votes per share than the existing ordinary (or ‘A’) shares. The ‘A’ shares, which accounted for 97.7 per cent of the capital, were then reduced to half of the company’s voting rights. The new B shares were allotted pro rata based on the holding of A shares. The directors sold their A shares and kept B shares. The creation of a dual class share structure was a classic (and generally very successful) takeover defence,78 now largely out of fashion because of opposition from institutional investors.79 The Savoy Group fought off many subsequent takeover attempts, including one by Max Joseph (Harold Samuel’s brother-in-law and wartime companion in Badsey). In September 1994 the Board of the Savoy finally agreed sale terms to Forte PLC, a year after the chairman who had led the defence against Harold Samuel, Sir Hugh Wontner, former Lord Mayor of London and Clerk to the Royal Kitchens, died.

The aftermath

The Savoy takeover saga captured the popular imagination of commentators. It, and the remaining years of the 1950s, were the high-water mark of the era of individual capitalists and the contested takeover bid. The 1950s set the stage for the development of the corporate financial structure that endured for much of the rest of the twentieth century. First in terms of individualism, not always London based, the business and social activities of figures such as Isaac Wolfson, Hugh Fraser, Jack Cotton, Walter Flack in addition to Charles Clore and Harold Samuel were never far from the newspapers.80 After them came personalities like Tiny Rowlands, Rocco Forte and James Goldsmith. They and businessmen like them were supported in their ventures by longstanding relationships with bankers, both merchant and clearing, estate agents, accountants and other professionals.81 These ties were created by schooling, clubs, marriage, religion, sporting interests – the usual paraphernalia that supports the elite in their relationships within British Society. The coverage of their activities and the judgments passed on them were not always what they wanted them to be. Whilst Harold Samuel emerged as something of a hero after the Savoy affair and remained a well-respected businessman, Charles Clore did not feel the same warmth was extended to him.82 Both of them were ultimately knighted; Samuel for his work in property development and Clore for his philanthropic activities.

Secondly, in terms of corporate finance structures and practices, these developed to facilitate takeovers even though the Savoy management had been successful in avoiding a takeover. Institutional investment replaced small independent shareholders.83 Its long hold approach to achieving investment returns meant that it was quite comfortable with the takeover being used as a way of replacing poorly performing managers, getting asset value recognised and dividend levels increased. Consequently the market for corporate control arrived in the UK. Whilst other economies, such as the US and Japan, saw the emergence of a number of takeover defences, the UK largely rejected these, becoming and remaining the most supportive jurisdiction for takeovers whilst at the same time ensuring extensive protection for minority shareholders.84 The attitude of Government was initially one of hostility towards contested takeovers. This hostility was manifested in the Bank of England repeatedly warning lending institutions of the undesirability of lending for ‘speculative purposes’. However Government policy changed over the course of the decade and eventually led to the creation and adoption of the City Code on Take-Over and Mergers in 1968.85

The idea of a personalised capitalism probably ends with the convictions of the Guinness Four in 1990.86 The Guinness civil litigation and criminal proceedings coincided with a series of other events which changed many of the regulatory structures of the corporate world. Deregulation of the City (the ‘big bang’) enticed foreign banks and foreign investment capital to London and to British manufacturing firms.87 The same sort of career-long relationships of mutual advantage were no longer forged as there were many more potential investment and professional services providers. Lunches, clubs and corporate functions became less important as internationalisation impacted traditional City activities. City culture changed to match.88 Institutional investors demanded quite different relationships with corporate management in these circumstances and this was one of the factors behind the birth of the ‘comply or explain’ corporate governance reporting regime89 which included a recommendation for exclusive communication with large shareholders.90 That the position of institutional investors is now so different again following an era in which both financialisation and short termism dominated, that their stewardship of their corporate assets has to be actively encouraged, is not relevant here.91 This chapter is a celebration and explanation of times past, warts and all.

Notes

  1. 1. The Savoy Hotel is thought to be the first place in the UK that served mixed cocktails (hence the title of this piece). Its cocktail bar still retains its original 1893 name: The American. Its most famous cocktail making barman, Henry Craddock, did indeed learn his trade in the US. Originally from Gloucestershire, Craddock emigrated to the US and became an accomplished barman. He returned to the UK at the outset of Prohibition and found employment at the Savoy Hotel. In 1930 his book The Savoy Cocktail Book, containing hundreds of mixed drink recipes, was published by Constable, London. Prior to Craddock’s tenure as barman that role was held by Ada Coleman. As befits the Savoy tradition of ‘firsts’ she was the first ‘professional’ female bartender in London.

  2. 2. Charles Clore was knighted in June 1971. Throughout the events of this piece he was not yet Sir Charles Clore and so is not referred to as such. This chapter began life as part of a conference held under the auspices of the Institute of Advanced Legal Studies (IALS). The IALS is housed in Sir Charles Clore House, a building funded in 1970 by one of the many philanthropic donations made by Charles Clore to a huge range of causes.

  3. 3. Charles Gordon, The Two Tycoons: A Personal Memoir of Jack Cotton and Charles Clore (London: Hamish Hamilton, 1984), 51.

  4. 4. Perhaps the most interesting thing about the Sears takeover was that Clore was able to circumvent the involvement of the Sears’ Board of Directors in notifying the Sears’ shareholders of his offer by contacting them directly through the post. This would have been impossible in the early years of the 1950s as paper was severely rationed during the Second World War and rationing of it, along with most commodities, did not end until June 1953. In common with most countries the UK had no domestic supply of paper and imported what it needed from Canada. Rationing saw paper supplies for newspapers restricted to 60 per cent of their pre-war consumption. Newspapers were seen as a vital part of citizen propaganda and newsprint supply to them was guaranteed. All other uses and consumers had to take what was left. See Henry Irving, ‘Paper Salvage in Britain during the Second World War’, Historical Research 89, no. 244 (2016): 373, and from a publishing and editorial perspective see Michael Sheldon, Friends of Promise: Cyril Connolly and the World of Horizon (New York: Harper & Row, 1989).

  5. 5. Amanda Durfee, ‘Utility Futility: Why the Board of Trade’s Second World War Clothing Scheme Failed to Become a Fashion Statement’, Penn History Review 25 (2019): 89.

  6. 6. Robert Millward and John Singleton, eds. The Political Economy of Nationalisation in Britain, 1920–1950 (Cambridge: Cambridge University Press, 1995).

  7. 7. George Goyder, The Future of Private Enterprise: A Strategy in Responsibility (London: Basil Blackwell, 1954).

  8. 8. For example, Cadbury’s and J. S. Fry and Sons merged in 1919 and spent the next sixteen years rationalizing their brands of chocolate whilst their respective directors held cross-membership of the other company’s board. ICI (Imperial Chemical Industries) was formed in 1926 from the merger and amalgamation of four companies. Unilever was formed in 1929 when a Dutch company, the Margarine Union, merged with Lever Bros Ltd. The brewery industry contracted from 4,500 breweries in the early years of the twentieth century to 600 or so by 1950, see William Mennell, Takeover: The Growth of Monopoly in Britain 1951–61 (London: Lawrence and Wishart, 1962), 43.

  9. 9. Leslie Hannah, The Rise of the Corporate Economy (London: Methuen, 1976), 29–44 and Leslie Hannah, ‘Managerial Innovation and the Rise of the Large-Scale Company in Interwar Britain’, The Economic History Review Second Series 27, no. 2 (May 1974): 252.

  10. 10. Peter Edward Hart and Sigbert Jon Prais, ‘The Analysis of Business Concentration: A Statistical Approach’, Journal of the Royal Statistical Society Series A (General) 119, no. 2 (1956): 150.

  11. 11. Adolf A. Berle and Gardiner C. Means, The Modern Corporation and Private Property (New York, Harcourt, Brace & World, 1968. Revision of original 1932 edition). In an important refinement to the Berle and Means model, Franks and colleagues suggest that, whilst share ownership did become more dispersed, directorial appointments remained under close control for longer than they had in the US. Julian Franks, Colin Mayer and Stefano Rossi, ‘Spending Less Time with the Family: The Decline of Family Ownership in the United Kingdom’, in A History of Corporate Governance around the World: Family Business Groups to Professional Managers, ed. Randall K. Morck (Chicago: University of Chicago Press, 2005), 581–612.

  12. 12. Alfred D. Chandler, Scale and Scope: The Dynamics of Industrial Capitalism (Cambridge, MA: Harvard University Press, 1990). For Chandler the presence in UK corporate life of ‘personal capitalism’ long into the 1950s in comparison with the ‘competitive managerial capitalism’ seen in the US and the ‘co-operative managerial capitalism’ that characterised (West) Germany was an explanation for historic under-performance of the UK economy. Instead of investing in professional managers who in turn would invest in marketing, production infrastructure and distribution, family firms continued with owner managers whose goal was to provide themselves with ‘a steady flow of cash’ (at 390). See also David J. Teece, ‘The Dynamics of Industrial Capitalism: Perspectives on Alfred Chandler’s Scale and Scope’, Journal of Economic Literature 31, no. 1 (March 1993): 199. As a counter-balance to the general rejection of Chandler’s narrative in UK academic circles it is important to note the contemporary comment of financial journalists George Bull and Anthony Vice that managerial inefficiency in UK companies in the post-Second World War years gave succour to takeover bidders, see G. Bull and A. Vice, Bid for Power (London: Elek Books, 1958), 29.

  13. 13. Leslie Hannah, ‘The Divorce of Ownership from Control: Re-calibrating Imagined Global Trends’, Business History 49, no. 4 (July 2007): 404.

  14. 14. William Davis, Merger Mania (London: Constable, 1970), 17–23. For comment on Davis’s narrative see I. Fallon and J. Strodes, Takeovers (London: Hamilton, 1987), 14–16.

  15. 15. In taking over store chains, Clore looked to sell the shop freeholds, often to insurance companies, and take a long lease on the premises thus realising the market value of the property and creating working capital. This was a device created not by Clore but by Isaac Wolfson and Joseph Littman in their commercial property acquisitions towards the end of the Second World War, see E. Erdman, People and Profit (London: Batsford, 1982), 55. See further the text accompanying nn54–6.

  16. 16. See the account of Clore’s activities in the 1950s provided by David Clutterbuck and Marion Devine, Clore: The Man and his Millions (London: Weidenfield and Nicolson, 1987), 53–9, 64–78.

  17. 17. Clore’s lawyer of choice was Leonard Sainer who was regarded by his contemporaries as an excellent negotiator with strong commercial as well as commercial skills, see John Cooper, Pride versus Prejudice: Jewish Doctors and Lawyers (Liverpool: Liverpool University Press, 2003), 305–6.

  18. 18. The acquisition of all the shares of a company as opposed to a majority was made easier by CA 1929 s.155 which allowed a purchaser whose offer had been accepted by 90 per cent of shareholders to force the remaining 10 per cent to sell their shares on the same terms. This section became Companies Act 1948 s. 209. For a fuller discussion of this provision than is possible here, see Andrew Johnston, ‘Takeover Regulation: Historical and Theoretical Perspectives on the City Code’, The Cambridge Law Journal 66, no. 2 (July 2007): 424–6 and D.D. Prentice, ‘Take-Over Bids: The Compulsory Acquisition Of Dissentients’ Shares’, Modern Law Review 35, no. 1 (January 1972): 73.

  19. 19. Paul Bircher, From the Companies Act of 1929 to the Companies Act of 1948 (London: Garland Publishing, 1991).

  20. 20. On the significance of consolidated accounts for financial transparency see John Richard Edwards, ‘The Process of Accounting Innovation: The Publication of Consolidated Accounts in Britain in 1910’, Accounting Historians Journal 18, no. 2 (December 1991): 113. Edwards (at 130) describes the publication of consolidated accounts as ‘the major 20th century innovation concerning external financial reporting’.

  21. 21. Much of the detail around the required accounting form and substance is to be found in Companies Act 1948 sch 8.

  22. 22. On the prevalence of secret reserves see Anthony J. Arnold and Derek R. Matthews, ‘Corporate Financial Disclosures in the UK, 1920–50: The Effects of Legislative Change and Managerial Discretion’, Accounting and Business Research 32, no. 1 (March 2002): 3.

  23. 23. L. Hannah, ‘Takeover Bids in Britain Before 1950: An Exercise in Business “Pre-History”’, Business History 16, no. 1 (1974): 65, 69 and 75.

  24. 24. Report of the Committee on Company Law Amendment (the Cohen Report) 1945 Cmnd 6659.

  25. 25. Report of the Committee on Company Law Amendment (the Cohen Report) 1945 Cmnd 6659, para 101.

  26. 26. Report of the Company Law Amendment Committee (the Greene Report) 1926 Cmnd 2657.

  27. 27. Report of the Company Law Amendment Committee (the Greene Report) 1926 Cmnd 2657, para 69.

  28. 28. Report of the Company Law Amendment Committee (the Greene Report) 1926 Cmnd 2657, para 71.

  29. 29. Michael Chatfield, A History of Accounting Thought (New York: Krieger, 1977), 115.

  30. 30. The most egregious of these was the Royal Mail Group Company collapse in 1930, see Peter N. Davies and A.M. Bourn, ‘Lord Kylsant and the Royal Mail’, Business History 14, no. 2 (1972): 103.

  31. 31. Bircher, From the Companies Act of 1929, 139, 294–5 and Ian C. Stewart, ‘The Ethics of Disclosure in Company Financial Reporting in the United Kingdom 1925–1970’, Accounting Historians Journal 18, no. 1 (1991): 35. The Cohen Report was commissioned in 1943 during the years of the National Government. The National Government only ever had eleven Labour Party members during its duration out of a total of sixty-five members. It is hard to see how those Labour members could have influenced to any real degree the report or the legislation that closely followed the Report’s recommendations.

  32. 32. See the Cohen Report paras 7 and 124.

  33. 33. Josephine Maltby, ‘Was the Companies Act 1947 a Response to a National Crisis’, Accounting History 5, no. 2 (November 2000): 31.

  34. 34. See the discussion provided in Alex Rubner, ‘The Irrelevancy of the British Differential Profits Tax’, The Economics Journal 74, no. 294 (June 1964): 347.

  35. 35. See the discussion of factors that encouraged takeovers in the 1950s in John Wright, ‘The Capital Market and the Finance of Industry’, in George D. N. Worswick and Peter Ady, The British Economy in the 1950s (Oxford: Clarendon Press,1962), 461, 465–6.

  36. 36. Corporate contributions to the funding of rearmament and the Second World War through the National Defence Contribution introduced in 1937 were replaced in 1947 by a profits tax, see the Finance Act 1947, sec 30. See Brian R. Cheffins and Steven A. Bank, ‘Corporate Ownership and Control in the UK: the Tax Dimension’, Modern Law Review 70, no. 5 (2007): 778.

  37. 37. J.B. Tabb, ‘Reasons for the Emergence of Contested Company Takeovers in the 1950s’, Accounting and Business Research 11, no. 44 (September 1981): 44.

  38. 38. As Gower explains, the profit from selling their shares had the potential to be taken tax free, see Laurence Cecil Bartlett Gower, ‘Corporate Control: The Battle for the Berkeley’, Harvard Law Review 68, no. 7 (May 1955): 1178.

  39. 39. Report for the Board of Trade by E. Milner Holland QC, The Savoy Hotel Limited and the Berkeley Hotel Company Limited 1954, 5.

  40. 40. George Bull was Foreign Affairs Editor for the Financial Times and a well-respected British Japanist, see his obituary in the Guardian; https://www.theguardian.com/news/2001/apr/10/guardianobituaries (accessed 31 March 2023).

  41. 41. Bull and Vice, Bid for Power, 70.

  42. 42. The relocation to its current site occurred in 1972.

  43. 43. Gower, ‘Corporate Control’.

  44. 44. Arnold Bennett’s career as a novelist is bookended by Grand Babylon (1902) and Imperial Palace (1930). See Randi Saloman, ‘Arnold Bennett’s Hotels’, Twentieth Century Literature 58, no. 1 (April 2012): 1. See also A.A. Milne, The Birthday Party and Other Stories (1948, most recent edition London: Boxtree, 2017).

  45. 45. Olivia Williams, The Secret Life of the Savoy: And the D’Oyly Carte Family (London: Headline Books, 2017).

  46. 46. The Social Diary and Society pages of popular newspapers and serials such as the Daily News, Daily Herald, The Sketch and The Tatler carried regular and fulsome reports about events, arrivals and departures at the Savoy.

  47. 47. The Stage, 23 July 1953.

  48. 48. P. Cantarini, The Savoy Was My Oyster (London: Robert Hale, 1976).

  49. 49. Bull and Vice, Bid for Power, 72.

  50. 50. Oliver Marriott, The Property Boom (London: Hamish Hamilton, 1967), 48, 49.

  51. 51. For ideas about classifying those involved in property transactions into broad groups, see David Adams, ‘The British Commercial Development Industry’, European Planning Studies 3, no. 4 (December 1995): 531.

  52. 52. Richard Roberts, ‘Regulatory Responses to the Rise of the Market for Corporate Control in Britain in the 1950s’, Business History 34, no. 1 (January 1992): 183.

  53. 53. Despite all the plaudits about his ability to judge fashion when he was enjoying success, the now disgraced retail entrepreneur Philip Green made much of his wealth and retail success by selling the stores that he acquired, see Oliver Shah, Damaged Goods: The Inside Story of Sir Philip Green, the Collapse of BHS and the Death of the High Street – The Rise and Fall of Sir Philip Green (London: Penguin, 2019).

  54. 54. The Capital Issues Committee derived its authority from the Investment (Control and Guarantees) Act 1946.

  55. 55. See the discussion in Marvin E. Rozen, ‘Investment Control in Post-War Britain 1945–1955’, The Canadian Journal of Economics and Political Science 29, no. 2 (May 1963), 185.

  56. 56. Peter Scott, The Property Masters: A History of the British Commercial Property Sector (Abingdon: Taylor & Francis, 2013), 53–4.

  57. 57. Marriott, The Property Boom, 19.

  58. 58. The Town and Country Planning Act 1947 introduced the concept of ‘planning permission’, thus for the first time separating out land ownership from the right to develop and a development charge which was a 100 per cent tax on the increase in land value that occurred when planning permission was granted.

  59. 59. One way in which the development charge could be avoided was to redevelop as offices, blocks of flats that had been requisitioned as offices in the Second World War.

  60. 60. Marriott, The Property Boom, 54.

  61. 61. B. Whitehouse, Partners in Property (London: Birn Shaw, 1964) 46–7, 65–78.

  62. 62. N. Davenport, The Spectator, 4 December 1953, 36.

  63. 63. Bull and Vice, Bid for Power, 73–4.

  64. 64. Companies Act 1948 s.164 conferred a general power of investigation on the Board of Trade and the Companies Act 1948 s.172 contained the power for members and capital bearers to apply as described previously.

  65. 65. See C. Mackenzie, The Savoy of London (London: George G. Harrap & Co, 1953), 27 for a discussion of this building.

  66. 66. Max Joseph was the founder of Grand Metropolitan PLC, a large hotel group.

  67. 67. All four adults were born in the UK but they are likely to have had relatives in Nazi-controlled Europe. For information on the Badsey stay, see https://www.badseysociety.uk/people/joseph/max (accessed 12 March 2023).

  68. 68. Interim Report of Mr J.B. Lindon QC (London: HMSO, 1953). Events overtook the report so there is no ‘final’ report.

  69. 69. For a concise summary of concerns about the position of ordinary shareholders in Savoy Ltd and the Worcester Building Scheme, see N. Davenport The Spectator, 11 December 1953, 30. In Davenport’s view the winner in the whole Savoy episode was Charles Clore who began buying shares when they were priced at 30s for nothing more than quick profit taking it seemed and sold them for considerably more to Harold Samuel.

  70. 70. By 14 December 1953 the Savoy share price had dropped to 46s, where it stayed for several years, The Times, 15 December1953.

  71. 71. For further speculation on Samuel’s reasoning, see n82.

  72. 72. Speculation was that finance was provided by one Sir John Ellerman, a shipping magnate, see Bull and Vice, Bid for Power, 81.

  73. 73. A ‘moral victory’ was how his position was described, see N. Davenport, The Spectator, 18 December 1953, 38.

  74. 74. Companies Act 1948 s.165.

  75. 75. Report for the Board of Trade by E. Milner Holland QC, The Savoy Hotel Limited and the Berkeley Hotel Company Limited 1954.

  76. 76. E. Milner Holland QC, Report, para 13(10), 16.

  77. 77. E. Milner Holland QC, Report, para 17, 17–20. Milner’s view was also supported by Gower, see Gower, ‘Corporate Control’, 1185–6. For a review of Gower’s argument see Johnston, ‘Takeover Regulation’, 424–6. These pages of Milner’s report also contain a fascinating account of a falling out between the Savoy director, Goldsmith, who is thought to have first approached Charles Clore about his interest in Savoy Ltd and his fellow Savoy directors.

  78. 78. Joel Seligman, ‘Equal protection in Shareholder Voting Rights: the One Common Share, One Vote Controversy’, George Washington Law Review 54 (1986): 687.

  79. 79. Institutional investor opposition to dual class share structures has softened somewhat as IPOs have forsaken the London Stock Exchange in favour of launching themselves in other markets more friendly to entrepreneurial founders. Following the Hill Review in 2021, see https://www.gov.uk/government/publications/uk-listings-review (accessed 12 March 2023), the Listing Rules have changed to allow listings with dual class share structures under certain conditions, see Bobby V. Reddy, ‘Up The Hill and Down Again: Constraining Dual Class Shares’, Cambridge Law Journal 80, no. 3 (November 2021): 515 and Min Yan, ‘Permitting Dual Class Shares in the UK Premium Listing Regime: A Path to Enhance Rather than Compromise Investor Protection’, Legal Studies 42, no. 2 (June 2022): 335.

  80. 80. For an account of the rise during the 1950s of the businessman as a figure of popular interest see Ralph Samuel, ‘The Boss as Hero’, Universities and Left Review 7 (1959): 26.

  81. 81. See Maurice Wright, ‘City Rules OK? Policy Community, Policy Network and Takeover Bids’, Public Administration 66, no. 4 (December 1988): 389. Although this piece is primarily centred on the City Code on Takeover and Mergers and the desirability or not of self-regulation, it does provide a useful account of City relationships prior to the changes described in the text accompanying notes 86 and following.

  82. 82. According to Clutterbuck and Devine’s biography of Charles Clore, Harold Samuel withdrew from the Savoy battle because of the anti-Semitic nature of the media commentary, see Clutterbuck and Devine, Clore, 61. There is no corroborating evidence that this was the nature of the commentary or indeed that it was Samuel’s view. However given the ‘insider/outsider’ nature of the City and other British institutions, it is certainly not without the bounds of possibility. Clore felt that he was vilified by the Savoy affair as a ‘treacherous schemer’. He attributed this and other subsequent reverses of fortune to anti-Semitism, see Clutterbuck and Devine, Clore, 213–14.

  83. 83. See the texts cited in n11.

  84. 84. Julian Franks and Colin Mayer ‘Evolution of Ownership and Control around the World: The Changing Face of Capitalism’, in Benjamin E. Hermalin and Michael S. Weisbach (eds), The Handbook of the Economics of Corporate Control (Amsterdam: North-Holland, 2017), 685.

  85. 85. This cuts a long and more complicated story rather short. It is very well told in Johnston, ‘Takeover Regulation’.

  86. 86. For an explanation of the events that brought about the criminal trial of four well-known City figures for their activities in a takeover battle between Guinness PLC and Distillers, see Adrian Milne and James Long, The Guinness Scandal (London: Michael Joseph, 1989). Michael Levi offers a typically incisive and at times amusing account of the sentencing of Saunders, Ronson, Parnes and Lyons, see Michael Levi, ‘Sentencing White Collar Crime in the Dark: Reflections on the Guinness Four’, The Howard Journal 30, no. 4 (November 1991): 257. Levi, who views the sentencing of the four defendants as a celebration of their degradation and the victory of envy, also raises the Jewish origins of all of the defendants. Perhaps this supports Clore’s perception of how he was viewed.

  87. 87. This is a necessarily bald and far too simple statement. For a historical account that embraces both economics and politics, see Christopher Bellringer and Ranald Michie, ‘Big Bang in the City of London: An Intentional Revolution or an Accident?’ Financial History Review 21, no. 2 (August 2014): 111.

  88. 88. Paul Thompson, ‘The Pyrrhic Victory of Gentlemanly Capitalism: The Financial Elite of the City of London 1945–90, Part 2’, Journal of Contemporary History 32, no. 3 (July 1997): 427.

  89. 89. Laura F. Spira and Judy Slinn, The Cadbury Committee (Oxford: Oxford University Press, 2013).

  90. 90. On the development of the ‘comply or explain’ regime in the UK see Michael Price, Charles Harvey, Mairi Maclean and David Campbell, ‘From Cadbury to Kay: Discourse, Intertextuality and the Evolution of UK Corporate Governance’, Accounting, Auditing and Accountability 31, no. 3 (July 2018): 1542.

  91. 91. Gerald F. Davis and Suntae Kim, ‘Financialization of the Economy’, Sociology 41, no. 1 (August 2015): 203.

Selected bibliography

  • Adams, David. ‘The British Commercial Development Industry’. European Planning Studies 3, no. 4 (1995): 531–42.
  • Arnold, Anthony J., and Derek R. Matthews. ‘Corporate Financial Disclosures in the UK, 1920–50: The Effects of Legislative Change and Managerial Discretion’. Accounting and Business Research 32, no. 1 (2002): 3–16.
  • Bellringer, Christopher, and Ranald Michie. ‘Big Bang in the City of London: An Intentional Revolution or an Accident?’ Financial History Review 21, no. 2 (2014): 111–37.
  • Berle, Adolf A., and Gardiner C. Means. The Modern Corporation and Private Property. New York: Harcourt, Brace & World, 1968. Revision of original 1932 edition.
  • Bircher, Paul. From the Companies Act of 1929 to the Companies Act of 1948. London: Garland Publishing, 1991.
  • Bull, George, and Anthony Vice. Bid for Power. London: Elek Books, 1958.
  • Cantarini, Paolo. The Savoy Was My Oyster. London: Robert Hale, 1976.
  • Chandler, Alfred D. Scale and Scope: The Dynamics of Industrial Capitalism. Cambridge, MA: Harvard University Press, 1990.
  • Chatfield, Michael. A History of Accounting Thought. New York: Krieger, 1977.
  • Cheffins, Brian R., and Steven A. Bank. ‘Corporate Ownership and Control in the UK: The Tax Dimension’. Modern Law Review 70, no. 5 (2007): 778–811.
  • Clutterbuck, David, and Marion Devine. Clore: The Man and His Millions. London: Weidenfield and Nicolson, 1987.
  • Cooper, John. Pride versus Prejudice: Jewish Doctors and Lawyers. Liverpool: Liverpool University Press, 2003.
  • Craddock, Henry. The Savoy Cocktail Book. London: Constable 1930.
  • Davenport, Nicholas. ‘Finance and Investment’. The Spectator, 11 December 1953.
  • Davenport, Nicholas. ‘Mr Clore and the Savoy Board’. The Spectator, 4 December 1953.
  • Davies, Peter N., and A.M. Bourn, ‘Lord Kylsant and the Royal Mail’. Business History 14, no. 2 (1972): 103–33.
  • Davis, Gerald F., and Suntae Kim. ‘Financialization of the Economy’. Annual Review of Sociology 41, no. 1 (2015): 203–21.
  • Davis, William. Merger Mania. London: Constable, 1970.
  • Durfee, Amanda. ‘Utility Futility: Why the Board of Trade’s Second World War Clothing Scheme Failed to Become a Fashion Statement’. Penn History Review 25, no. 2 (Fall 2019): 89–124.
  • Edwards, John Richard. ‘The Process of Accounting Innovation: the Publication of Consolidated Accounts in Britain in 1910’. Accounting Historians Journal 18, no. 2 (December 1991): 113–32.
  • Erdman, Edward. People and Profit. London: Batsford, 1982.
  • Fallon, Ivan, and James Strodes. Takeovers. London: Hamish Hamilton, 1987.
  • Franks, Julian, and Colin Mayer. ‘Evolution of Ownership and Control around the World: The Changing Face of Capitalism’. In The Handbook of the Economics of Corporate Control, edited by Benjamin E. Hermalin and Michael S. Weisbach, 685–735. Amsterdam: North-Holland, 2017.
  • Franks, Julian, Colin Mayer and Stefano Rossi. ‘Spending Less Time with the Family: The Decline of Family Ownership in the United Kingdom’. In A History of Corporate Governance around the World: Family Business Groups to Professional Managers, edited by Randall K. Morck, 581–612. Chicago: University of Chicago Press, 2005.
  • Gordon, Charles. The Two Tycoons: A Personal Memoir of Jack Cotton and Charles Clore. London: Hamish Hamilton, 1984.
  • Gower, Laurence Cecil Bartlett. ‘Corporate Control: The Battle for the Berkeley’. Harvard Law Review 68, no. 7 (May 1955): 1178–94.
  • Goyder, George. The Future of Private Enterprise: A Strategy in Responsibility. London: Basil Blackwell, 1954.
  • Hannah, Leslie. ‘The Divorce of Ownership from Control: Re-calibrating Imagined Global Trends’. Business History 49, no. 4 (July 2007): 404–38.
  • Hannah, Leslie. ‘Managerial Innovation and the Rise of the Large-Scale Company in Interwar Britain’. The Economic History Review Second Series 27, no. 2 (May 1974): 252–70.
  • Hannah, Leslie. The Rise of the Corporate Economy. London: Methuen, 1976.
  • Hannah, Leslie. ‘Takeover Bids in Britain Before 1950: An Exercise in Business “Pre-History”’. Business History 16, no. 1 (1974): 65–77.
  • Hart, Peter Edward and Sigbert Jon Prais. ‘The Analysis of Business Concentration: A Statistical Approach’. Journal of the Royal Statistical Society Series A (General) 119, no. 2 (1956): 150–91.
  • Irving, Henry. ‘Paper Salvage in Britain during the Second World War’. Historical Research 89, no. 244 (2016): 373–93.
  • Johnston, Andrew. ‘Takeover Regulation: Historical and Theoretical Perspectives on the City Code’. The Cambridge Law Journal 66, no. 2 (July 2007): 422–60.
  • Levi, Michael. ‘Sentencing White Collar Crime in the Dark: Reflections on the Guinness Four’. The Howard Journal 30, no. 4 (November 1991): 257–79.
  • Mackenzie, Compton. The Savoy of London. London: George G. Harrap & Co, 1953.
  • Maltby, Josephine. ‘Was the Companies Act 1947 a Response to a National Crisis?’ Accounting History 5, no. 2 (November 2000): 31–60.
  • Marriott, Oliver. The Property Boom. London: Hamish Hamilton, 1967.
  • Mennell, William. Takeover: The Growth of Monopoly in Britain 1951–61. London: Lawrence and Wishart, 1962.
  • Millward, Robert, and John Singleton, eds. The Political Economy of Nationalisation in Britain, 1920–1950. Cambridge: Cambridge University Press, 1995.
  • Milne, A.A. The Birthday Party and Other Stories. London: Boxtree, 2017.
  • Milne, Adrian, and James Long. The Guinness Scandal. London: Michael Joseph, 1989.
  • Prentice, Dan. ‘Take-Over Bids: The Compulsory Acquisition Of Dissentients’ Shares’. Modern Law Review 35, no. 1 (January 1972): 73–8.
  • Price, Michael, Charles Harvey, Mairi Maclean and David Campbell. ‘From Cadbury to Kay: Discourse, Intertextuality and the Evolution of UK Corporate Governance’. Accounting, Auditing and Accountability 31, no. 3 (July 2018): 1542–62.
  • Reddy, Bobby, V., ‘Up The Hill and Down Again: Constraining Dual Class Shares’. Cambridge Law Journal 80, no. 3 (November 2021): 515–51.
  • Roberts, Richard. ‘Regulatory Responses to the Rise of the Market for Corporate Control in Britain in the 1950s’. Business History 34, no. 1 (January 1992), 183–200.
  • Rozen, Marvin E., ‘Investment Control in Post-War Britain 1945–1955’. The Canadian Journal of Economics and Political Science 29, no. 2 (May 1963), 185–202.
  • Rubner, Alex. ‘The Irrelevancy of the British Differential Profits Tax’. The Economics Journal 74, no. 294 (June 1964): 347–59.
  • Saloman, Randi. ‘Arnold Bennett’s Hotels’. Twentieth Century Literature 58, no. 1 (April 2012): 1–25.
  • Samuel, Ralph. ‘The Boss as Hero’. Universities and Left Review 7 (1959): 26–31.
  • Scott, Peter. The Property Masters: A History of the British Commercial Property Sector. Abingdon: Taylor & Francis, 2013.
  • Seligman, Joel. ‘Equal Protection in Shareholder Voting Rights: The One Common Share, One Vote Controversy’. George Washington Law Review 54, no. 5 (1986): 687–725.
  • Shah, Oliver. Damaged Goods: The Inside Story of Sir Philip Green, the Collapse of BHS and the Death of the High Street – The Rise and Fall of Sir Philip Green. London: Penguin, 2019.
  • Sheldon, Michael. Friends of Promise: Cyril Connolly and the World of Horizon. New York: Harper & Row, 1989.
  • Spira, Laura F., and Judy Slinn, The Cadbury Committee. Oxford: Oxford University Press, 2013.
  • Stewart, Ian C., ‘The Ethics of Disclosure in Company Financial Reporting in the United Kingdom 1925–1970’. Accounting Historians Journal 18, no. 1 (1991): 35–54.
  • Tabb, J., ‘Reasons for the Emergence of Contested Company Takeovers in the 1950s’. Accounting and Business Research 11, no. 44 (September 1981): 323–30.
  • Teece, David J., ‘The Dynamics of Industrial Capitalism: Perspectives on Alfred Chandler’s Scale and Scope’. Journal of Economic Literature 31, no. 1 (March 1993): 199–225.
  • Thompson, Paul. ‘The Pyrrhic Victory of Gentlemanly Capitalism: The Financial Elite of the City of London 1945–90, Part 2’. Journal of Contemporary History 32, no. 3 (July 1997): 427–40.
  • Whitehouse, Brian. Partners in Property. London: Birn Shaw, 1964.
  • Williams, Olivia. The Secret Life of the Savoy: And the D’Oyly Carte Family. London: Headline Books, 2017.
  • Wright, John. ‘The Capital Market and the Finance of Industry’. In The British Economy in the 1950s, edited by George David Worswick and Peter Ady, 461–75. Oxford: Clarendon Press, 1962.
  • Wright, Maurice. ‘City Rules OK? Policy Community, Policy Network and Takeover Bids’. Public Administration 66, no. 4 (December 1988): 389–410.
  • Yan, Min. ‘Permitting Dual Class Shares in the UK Premium Listing Regime: A Path to Enhance Rather than Compromise Investor Protection’. Legal Studies 42, no. 2 (June 2022): 335–57.

Reports

  • Company Law Amendment Committee (the Greene Report) 1925–1926 Cmnd 2657.
  • Report of the Committee on Company Law Amendment (the Cohen Report) 1945 Cmnd 6659.
  • The Savoy Hotel Limited and the Berkeley Hotel Company Limited: investigation under section 165 (b) of the Companies Act 1948; report. London: HM Stationery Office, 1954.
  • The Savoy Hotel Limited Investigation Under Section 172 of the Companies Act 1948: Interim Report of Mr. J.B. Lindon, Q.C. London: HM Stationery Office, 1953.
  • The UK Listing Review (the Hill Review). London: HM Stationery Office, 2021.

Legislation cited

  • Companies Act 1929
  • Investment (Control and Guarantees) Act 1946
  • Town and Country Planning Act 1947
  • Companies Act 1948

Annotate

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