I disagree with your interpretation on a few key points:
Here's the full text of the reference you're alluding to there:
From that it's pretty clear that what was acquired as "a going concern" was all of Gillette's business in England, the sales branch as well as the nascent factory. Whether or not the factory was already in operation at that point couldn't really be concluded from that statement alone. The sales branch and all of its contracts and business relationships would have been enough of a "going concern" in its own right.
And of course it wasn't in liquidation. There wasn't a corporate entity going out of existence. This was a new company buying assets from an existing one that went on existing afterwards.
I would agree with you if it said that the company was going through a creditors' voluntary liquidation; however, it's entirely possible (and I believe more likely, as explained below) that what the company was going through was a members' voluntary liquidation. Your quote from BusinessDictionary explains the difference, but I think this link from GOV.uk does a better job:
One major thing that you seem to be overlooking here is that Gillette realigned its entire corporate structure at this time, not just its business in the UK. The main US company reorganized as a Massachussetts corporation at the same time as they created Massachussetts corporations for the UK and Canada. The US company (which was previously a Maine corporation) was capitalized at $13M and the UK one at $2M. The Canadian company, by way of comparison, was only capitalized at $500K. See the below capture from the absolute page-turner that is the Abstract of the Certificates of Corporations Organized Under the General Laws of Massachusetts for the year ending Nov 30, 1912.
Unless you think that the UK business was doing so poorly that it caused Gillette to reorganize its entire corporate structure, it seems far simpler to believe that the reverse is true -- that the corporate restructuring is what prompted the liquidation of the British corporation to be replaced with the American-based one. Meet the new boss, same as the old boss...
![$1912_incorporation.jpg $1912_incorporation.jpg](https://xfdata.badgerandblade.com/attachments/237/237795-96d3b774ee5a076f39b6b0a84461ab2a.jpg)
This is all pretty heavily speculative, and I still think you're misreading the use of the term "sanctioned" in the full text (below). I don't see any reason to think, from that alone, that there was any sort of action filed against GSR, Ltd. at the time of its liquidation. For all we know in the early 1900s the lengthy time in liquidation was mandatory in order to allow any potential creditors to file claims, and I don't know that the High Court of Bankruptcy wasn't the entity to oversee all corporate dissolutions, voluntary or otherwise, or conceivably ones of a suitably high value. The High Court's involvement in that quote seems to be strictly limited to issuing an order approving the acquisition. Unless we can find some other record of any actual action brought against GSR, Ltd. from that time I just don't see how I could agree with your reading of it.
I still don't think we have enough of an idea at all for what the UK production looked like to be able to conjecture with any suitable amount of accuracy. However, I would point to what we've gathered so far from the Canadian production in this time. It's not inconceivable that they didn't clear a million razors from the time they were established in 1906 through the expiration of the Old Type patents, and yet we're not talking about them as a failing concern.
However, the initial lease and subsequent purchase of land with an existing building allowed manufacture to begin before June 30, 1908 which is when the business was sold as a going concern, not in liquidation.
Here's the full text of the reference you're alluding to there:
On the 29th Sept. 1908 a company named the Gillette Safety Razor Co. of England, Ld. (hereinafter called the English company), of 17, Holborn Viaduct, was registered in London under the Companies Acts, and by an agreement dated September 30, 1908, it purchased from the Boston company as from June 30, 1908, as a going concern, (1) the goodwill of the business; (2) the leasehold premises at 17, Holborn Viaduct, and Leicester, (3.) all plant, machinery, stock-in-trade, etc., (4.) the benefit of all pending contracts, (5.) all other property except the British Letters Patent of the English branch of the Boston company.
From that it's pretty clear that what was acquired as "a going concern" was all of Gillette's business in England, the sales branch as well as the nascent factory. Whether or not the factory was already in operation at that point couldn't really be concluded from that statement alone. The sales branch and all of its contracts and business relationships would have been enough of a "going concern" in its own right.
And of course it wasn't in liquidation. There wasn't a corporate entity going out of existence. This was a new company buying assets from an existing one that went on existing afterwards.
I do look on the fact that the company was in liquidation as an indicator of failure.
I would agree with you if it said that the company was going through a creditors' voluntary liquidation; however, it's entirely possible (and I believe more likely, as explained below) that what the company was going through was a members' voluntary liquidation. Your quote from BusinessDictionary explains the difference, but I think this link from GOV.uk does a better job:
There are 2 kinds of voluntary liquidation:
Your company may be forced into compulsory liquidation if it cant pay its debts.
- creditors voluntary liquidation - you and your shareholders choose to liquidate your company because it cant pay its debts
- members voluntary liquidation - your company can pay its debts but you want to close it
Your company may be forced into compulsory liquidation if it cant pay its debts.
One major thing that you seem to be overlooking here is that Gillette realigned its entire corporate structure at this time, not just its business in the UK. The main US company reorganized as a Massachussetts corporation at the same time as they created Massachussetts corporations for the UK and Canada. The US company (which was previously a Maine corporation) was capitalized at $13M and the UK one at $2M. The Canadian company, by way of comparison, was only capitalized at $500K. See the below capture from the absolute page-turner that is the Abstract of the Certificates of Corporations Organized Under the General Laws of Massachusetts for the year ending Nov 30, 1912.
Unless you think that the UK business was doing so poorly that it caused Gillette to reorganize its entire corporate structure, it seems far simpler to believe that the reverse is true -- that the corporate restructuring is what prompted the liquidation of the British corporation to be replaced with the American-based one. Meet the new boss, same as the old boss...
![$1912_incorporation.jpg $1912_incorporation.jpg](https://xfdata.badgerandblade.com/attachments/237/237795-96d3b774ee5a076f39b6b0a84461ab2a.jpg)
A company in liquidation for over 12 months had financial problems and unpaid creditors. Action by the High court of Britain is by no means a routine or trivial matter. The High court addresses only the most extreme cases, the costs involved are very high, and recourse to that court is a last resort.
This is all pretty heavily speculative, and I still think you're misreading the use of the term "sanctioned" in the full text (below). I don't see any reason to think, from that alone, that there was any sort of action filed against GSR, Ltd. at the time of its liquidation. For all we know in the early 1900s the lengthy time in liquidation was mandatory in order to allow any potential creditors to file claims, and I don't know that the High Court of Bankruptcy wasn't the entity to oversee all corporate dissolutions, voluntary or otherwise, or conceivably ones of a suitably high value. The High Court's involvement in that quote seems to be strictly limited to issuing an order approving the acquisition. Unless we can find some other record of any actual action brought against GSR, Ltd. from that time I just don't see how I could agree with your reading of it.
In 1912 it was thought desirable that an American company should be formed and that the business should be carried on by it and accordingly the English company went into voluntary liquidation on August 3, 1912, and was finally wound up on October 6, 1913.
On the 2nd Sept. 1912 the Gillette Safety Razor Limited of Massachusetts, USA (hereinafter called the USA company), was registered. The greater part of the share capital of this company was owned and held by the Boston company and the majority of the directors of the USA company were directors of the Boston company.
One of the objects of the USA company was to acquire all assets and rights of the English company then in liquidation, an object which was attained, being sanctioned by an order of the High Court of Justice dated July 1, 1913.
On the 2nd Sept. 1912 the Gillette Safety Razor Limited of Massachusetts, USA (hereinafter called the USA company), was registered. The greater part of the share capital of this company was owned and held by the Boston company and the majority of the directors of the USA company were directors of the Boston company.
One of the objects of the USA company was to acquire all assets and rights of the English company then in liquidation, an object which was attained, being sanctioned by an order of the High Court of Justice dated July 1, 1913.
I see support for this argument in the fact that, at this point in time, we have only about 600,000 razors that we might attribute to Leicester. If that facility operated for 4 years (1909-1912 inclusive), then production would not have exactly been humming along. If we consider the possibility that the Paris and Berlin production was included in these figures, or that manufacture continued for another two and a half years then the yearly production figures are even more abysmal. There is also the possibility that when the English company was wound up the American company went back to using the Boston protocol, patent and numbering to mark the razors, in which case they would fall outside the parameters of this exercise.
I still don't think we have enough of an idea at all for what the UK production looked like to be able to conjecture with any suitable amount of accuracy. However, I would point to what we've gathered so far from the Canadian production in this time. It's not inconceivable that they didn't clear a million razors from the time they were established in 1906 through the expiration of the Old Type patents, and yet we're not talking about them as a failing concern.