One of the characteristics shown in the British railway companies' finance in the nineteenth century was the tendency to the increase of the capital with the fixed interests, in other words, preference shares and debenture stocks. We presumed this increasing issuances of preference shares and debenture stocks were caused mainly by two factors. One was the bad business conditions of the railway companies, which could not easily raise capital with ordinary shares. The other factor was the emergence of the professional managers. We especially consider the latter factor in this paper by analyzing main eleven railway companies. In the latter part of the century, professional managers succeeded in raising their position, to some degree, in top management of major companies. But it seems that there existed three types (type A, B & C) in the relation between directorate and managership. The type A was found in cases of London & North Western Railway, Great Western Railway and Lancashire & Yorkshire Railway, where traditional boards of directors kept their leadership particularly in financial and personal affairs as before, though general managers were able to improve their position to a certain extent. Those companies could occupy rather populous routes and were run in steady management. In this type the financial structure was comparatively fluctuating according to the business condition, and the ordinary capital held a dominant position at first though declining in its share later. The type B in that relation was the favourable coordination between the board and managers such as in Midland Railway, North Eastern Railway, and Great Northern Railway, and managers were, if anything playing leading roles. For example, J. Allport got the position of the general managership of Midland Railway in 1853, and Captain O'Brien became a general manager of Great Northern Railway in 1855. Allport could play a leading part in Midland Railway's affairs during the hard times after the collapse of Hudson's empire. The type C was the case in which professional managers had powerful leadership in top managements and in some cases they became managing directors. Watkin in South Eastern Railway and Manchester Sheffield & Lincolnshire Railway, and Forbes in London Chatham & Dover Railway were representatives of this type. They can be called 'general entrepreneur', if we use T. C. Cochran's words, but they could not form the main faction of the English railway world, very different from the American business world.
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