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William W. Bratton - One of the best experts on this subject based on the ideXlab platform.

  • the Modern Corporation and private property revisited gardiner means and the administered price
    2019
    Co-Authors: William W. Bratton
    Abstract:

    This essay views The Modern Corporation and Private Property from the perspective of its junior coauthor, Gardiner Means. Means generated the book’s statistical showings of deepening corporate concentration and widening separation of ownership and control, studies also included in a Ph.D. dissertation Means successfully submitted to the Harvard economics department a year after the book’s publication. The dissertation also included a chapter, never published and rejected by the dissertation committee, that set out a theory administered prices. The theory lays out the statistical results’ implications for public policy. In Means’s view, Adam Smith’s picture of supply, demand, and automatic market correction had been partially eclipsed by inflexible pricing administered by corporate managers. Growing corporate concentration exacerbated these “administrated” prices’ distortionary effects. The theory explained the Great Depression’s persistence and yielded a detailed list of problems to be addressed by a new regulatory state. The chapter, only alluded to in the book, provides essential explication of its excursuses on corporate power and social welfare, for it explains in hard economic terms just what Berle and Means thought that “neutral technocrats” in the corporate sector could do to make the economy work better. The essay goes on to describe Means’s later articulations of the theory and to compare his later career path to that of Berle.

  • Tracking Berle’s Footsteps: The Trail of The Modern Corporation ’s Last Chapter
    2010
    Co-Authors: William W. Bratton, Michael L. Wachter
    Abstract:

    The Modern Corporation and Private Property’s most famous passage is its last chapter, entitled “The New Concept of the Corporation.” There the shareholder interest, painstakingly protected in most of the book, is trumped by the public interest. This Article reconsiders the last chapter, tracking its later footsteps. The Article first rereads the chapter, separating the message it sent to actors on the political stage in 1932 from a more general message it continues to send today. In the context of 1932 it endorsed corporatist theories and looked to immediate redeployment of corporate power and resources toward social welfare enhancement in a future corporatist state. Today the chapter tells us that Corporations, and, by implication, corporate law, come to the wider political economy for instructions respecting the public interest, instructions that will vary across different contexts and times. Public duties can follow for corporate actors, but the initial onus lies squarely on the public and the state to articulate their demands clearly. The chapter, thus read, states no hard-wired, intrinsic connection between corporate power and any particular program of public responsibility. The Article goes on to follow the last chapter’s footsteps in later history. Post-war Berle modified the chapter’s vision to suit an altered political economy in which corporatism had failed and had been replaced by the regulatory state. There Berle situated corporate power in a state that contained it successfully, making it advantageous for managers to attend to public demands. Despite the change of time and context, managers retained their status as quasi-public servants in a system that required them to attend to public goals.Finally, the Article looks at the world post Berle, where the regulatory state retreats and market-based controls advance, superannuating Berle’s political economy. Traces of the last chapter can be found in two distinct locations on this deregulatory landscape. The first is in the employment relationship. There the Corporation, as the primary employer of workers, becomes the primary supplier of employee welfare provisions preferred by the state, the two leading examples being corporate offerings of health care insurance and retirement security through private pension plans. At the second location lie new patterns of government-mandated cooperation with societal goals. These new demands devolve on legal compliance. In some cases, as with the Foreign Corrupt Practices Act and the Sarbanes-Oxley Act, the goal is elimination of corporate corruption. In others, as with the anti-money laundering provisions in the Bank Secrecy Act, the Corporation serves as the first layer of enforcement against corrupt practices by others. Berle could not have envisioned these developments - the footsteps have veered off onto a new trail. But the track is continuous - today’s corporate compliance regime embodies the last chapter’s precepts.

  • tracking berle s footsteps the trail of the Modern Corporation s last chapter
    2010
    Co-Authors: William W. Bratton, Michael L. Wachter
    Abstract:

    The Modern Corporation and Private Property’s most famous passage is its last chapter, entitled “The New Concept of the Corporation.” There the shareholder interest, painstakingly protected in most of the book, is trumped by the public interest. This Article reconsiders the last chapter, tracking its later footsteps. The Article first rereads the chapter, separating the message it sent to actors on the political stage in 1932 from a more general message it continues to send today. In the context of 1932 it endorsed corporatist theories and looked to immediate redeployment of corporate power and resources toward social welfare enhancement in a future corporatist state. Today the chapter tells us that Corporations, and, by implication, corporate law, come to the wider political economy for instructions respecting the public interest, instructions that will vary across different contexts and times. Public duties can follow for corporate actors, but the initial onus lies squarely on the public and the state to articulate their demands clearly. The chapter, thus read, states no hard-wired, intrinsic connection between corporate power and any particular program of public responsibility. The Article goes on to follow the last chapter’s footsteps in later history. Post-war Berle modified the chapter’s vision to suit an altered political economy in which corporatism had failed and had been replaced by the regulatory state. There Berle situated corporate power in a state that contained it successfully, making it advantageous for managers to attend to public demands. Despite the change of time and context, managers retained their status as quasi-public servants in a system that required them to attend to public goals.Finally, the Article looks at the world post Berle, where the regulatory state retreats and market-based controls advance, superannuating Berle’s political economy. Traces of the last chapter can be found in two distinct locations on this deregulatory landscape. The first is in the employment relationship. There the Corporation, as the primary employer of workers, becomes the primary supplier of employee welfare provisions preferred by the state, the two leading examples being corporate offerings of health care insurance and retirement security through private pension plans. At the second location lie new patterns of government-mandated cooperation with societal goals. These new demands devolve on legal compliance. In some cases, as with the Foreign Corrupt Practices Act and the Sarbanes-Oxley Act, the goal is elimination of corporate corruption. In others, as with the anti-money laundering provisions in the Bank Secrecy Act, the Corporation serves as the first layer of enforcement against corrupt practices by others. Berle could not have envisioned these developments - the footsteps have veered off onto a new trail. But the track is continuous - today’s corporate compliance regime embodies the last chapter’s precepts.

  • Tracking Berle’s Footsteps: The Trail of The Modern Corporation ’s Last Chapter
    Seattle University Law Review, 2010
    Co-Authors: William W. Bratton, Michael L. Wachter
    Abstract:

    Readers game enough to work through all three hundred pages of The Modern Corporation and Private Property looking for insights on corporate law today encounter two, apparently contradictory, lines of thought. One line, set out in Books II and III, resonates comfortably with today’s shareholder-centered corporate legal theory. Here the book teaches that even as ownership and control have separated, managers should function as trustees for the shareholders and so should exercise their wide-ranging powers for the shareholders’ benefit. The other line of thought emerges in Books I and IV, where The Modern Corporation encases this shareholder trust model in discussions of corporate power and social welfare. These discussions resonate today with those who advocate corporate social responsibility. Here, the separation of ownership and control implies public responsibilities: “It is entirely possible . . . that the corporate profit stream in reality no longer is private property, and that claims on it must be adjusted by some test other than that of property right.” The two lines of thought come together in the book’s most famous sequence, its last chapter, entitled “The New Concept of the Corpora-

  • tracking berle s footsteps the trail of the Modern Corporation s last chapter
    Seattle University Law Review, 2010
    Co-Authors: William W. Bratton, Michael L. Wachter
    Abstract:

    Readers game enough to work through all three hundred pages of The Modern Corporation and Private Property looking for insights on corporate law today encounter two, apparently contradictory, lines of thought. One line, set out in Books II and III, resonates comfortably with today’s shareholder-centered corporate legal theory. Here the book teaches that even as ownership and control have separated, managers should function as trustees for the shareholders and so should exercise their wide-ranging powers for the shareholders’ benefit. The other line of thought emerges in Books I and IV, where The Modern Corporation encases this shareholder trust model in discussions of corporate power and social welfare. These discussions resonate today with those who advocate corporate social responsibility. Here, the separation of ownership and control implies public responsibilities: “It is entirely possible . . . that the corporate profit stream in reality no longer is private property, and that claims on it must be adjusted by some test other than that of property right.” The two lines of thought come together in the book’s most famous sequence, its last chapter, entitled “The New Concept of the Corpora-

Michael L. Wachter - One of the best experts on this subject based on the ideXlab platform.

  • Tracking Berle’s Footsteps: The Trail of The Modern Corporation ’s Last Chapter
    2010
    Co-Authors: William W. Bratton, Michael L. Wachter
    Abstract:

    The Modern Corporation and Private Property’s most famous passage is its last chapter, entitled “The New Concept of the Corporation.” There the shareholder interest, painstakingly protected in most of the book, is trumped by the public interest. This Article reconsiders the last chapter, tracking its later footsteps. The Article first rereads the chapter, separating the message it sent to actors on the political stage in 1932 from a more general message it continues to send today. In the context of 1932 it endorsed corporatist theories and looked to immediate redeployment of corporate power and resources toward social welfare enhancement in a future corporatist state. Today the chapter tells us that Corporations, and, by implication, corporate law, come to the wider political economy for instructions respecting the public interest, instructions that will vary across different contexts and times. Public duties can follow for corporate actors, but the initial onus lies squarely on the public and the state to articulate their demands clearly. The chapter, thus read, states no hard-wired, intrinsic connection between corporate power and any particular program of public responsibility. The Article goes on to follow the last chapter’s footsteps in later history. Post-war Berle modified the chapter’s vision to suit an altered political economy in which corporatism had failed and had been replaced by the regulatory state. There Berle situated corporate power in a state that contained it successfully, making it advantageous for managers to attend to public demands. Despite the change of time and context, managers retained their status as quasi-public servants in a system that required them to attend to public goals.Finally, the Article looks at the world post Berle, where the regulatory state retreats and market-based controls advance, superannuating Berle’s political economy. Traces of the last chapter can be found in two distinct locations on this deregulatory landscape. The first is in the employment relationship. There the Corporation, as the primary employer of workers, becomes the primary supplier of employee welfare provisions preferred by the state, the two leading examples being corporate offerings of health care insurance and retirement security through private pension plans. At the second location lie new patterns of government-mandated cooperation with societal goals. These new demands devolve on legal compliance. In some cases, as with the Foreign Corrupt Practices Act and the Sarbanes-Oxley Act, the goal is elimination of corporate corruption. In others, as with the anti-money laundering provisions in the Bank Secrecy Act, the Corporation serves as the first layer of enforcement against corrupt practices by others. Berle could not have envisioned these developments - the footsteps have veered off onto a new trail. But the track is continuous - today’s corporate compliance regime embodies the last chapter’s precepts.

  • tracking berle s footsteps the trail of the Modern Corporation s last chapter
    2010
    Co-Authors: William W. Bratton, Michael L. Wachter
    Abstract:

    The Modern Corporation and Private Property’s most famous passage is its last chapter, entitled “The New Concept of the Corporation.” There the shareholder interest, painstakingly protected in most of the book, is trumped by the public interest. This Article reconsiders the last chapter, tracking its later footsteps. The Article first rereads the chapter, separating the message it sent to actors on the political stage in 1932 from a more general message it continues to send today. In the context of 1932 it endorsed corporatist theories and looked to immediate redeployment of corporate power and resources toward social welfare enhancement in a future corporatist state. Today the chapter tells us that Corporations, and, by implication, corporate law, come to the wider political economy for instructions respecting the public interest, instructions that will vary across different contexts and times. Public duties can follow for corporate actors, but the initial onus lies squarely on the public and the state to articulate their demands clearly. The chapter, thus read, states no hard-wired, intrinsic connection between corporate power and any particular program of public responsibility. The Article goes on to follow the last chapter’s footsteps in later history. Post-war Berle modified the chapter’s vision to suit an altered political economy in which corporatism had failed and had been replaced by the regulatory state. There Berle situated corporate power in a state that contained it successfully, making it advantageous for managers to attend to public demands. Despite the change of time and context, managers retained their status as quasi-public servants in a system that required them to attend to public goals.Finally, the Article looks at the world post Berle, where the regulatory state retreats and market-based controls advance, superannuating Berle’s political economy. Traces of the last chapter can be found in two distinct locations on this deregulatory landscape. The first is in the employment relationship. There the Corporation, as the primary employer of workers, becomes the primary supplier of employee welfare provisions preferred by the state, the two leading examples being corporate offerings of health care insurance and retirement security through private pension plans. At the second location lie new patterns of government-mandated cooperation with societal goals. These new demands devolve on legal compliance. In some cases, as with the Foreign Corrupt Practices Act and the Sarbanes-Oxley Act, the goal is elimination of corporate corruption. In others, as with the anti-money laundering provisions in the Bank Secrecy Act, the Corporation serves as the first layer of enforcement against corrupt practices by others. Berle could not have envisioned these developments - the footsteps have veered off onto a new trail. But the track is continuous - today’s corporate compliance regime embodies the last chapter’s precepts.

  • Tracking Berle’s Footsteps: The Trail of The Modern Corporation ’s Last Chapter
    Seattle University Law Review, 2010
    Co-Authors: William W. Bratton, Michael L. Wachter
    Abstract:

    Readers game enough to work through all three hundred pages of The Modern Corporation and Private Property looking for insights on corporate law today encounter two, apparently contradictory, lines of thought. One line, set out in Books II and III, resonates comfortably with today’s shareholder-centered corporate legal theory. Here the book teaches that even as ownership and control have separated, managers should function as trustees for the shareholders and so should exercise their wide-ranging powers for the shareholders’ benefit. The other line of thought emerges in Books I and IV, where The Modern Corporation encases this shareholder trust model in discussions of corporate power and social welfare. These discussions resonate today with those who advocate corporate social responsibility. Here, the separation of ownership and control implies public responsibilities: “It is entirely possible . . . that the corporate profit stream in reality no longer is private property, and that claims on it must be adjusted by some test other than that of property right.” The two lines of thought come together in the book’s most famous sequence, its last chapter, entitled “The New Concept of the Corpora-

  • tracking berle s footsteps the trail of the Modern Corporation s last chapter
    Seattle University Law Review, 2010
    Co-Authors: William W. Bratton, Michael L. Wachter
    Abstract:

    Readers game enough to work through all three hundred pages of The Modern Corporation and Private Property looking for insights on corporate law today encounter two, apparently contradictory, lines of thought. One line, set out in Books II and III, resonates comfortably with today’s shareholder-centered corporate legal theory. Here the book teaches that even as ownership and control have separated, managers should function as trustees for the shareholders and so should exercise their wide-ranging powers for the shareholders’ benefit. The other line of thought emerges in Books I and IV, where The Modern Corporation encases this shareholder trust model in discussions of corporate power and social welfare. These discussions resonate today with those who advocate corporate social responsibility. Here, the separation of ownership and control implies public responsibilities: “It is entirely possible . . . that the corporate profit stream in reality no longer is private property, and that claims on it must be adjusted by some test other than that of property right.” The two lines of thought come together in the book’s most famous sequence, its last chapter, entitled “The New Concept of the Corpora-

  • Shareholder Primacy's Corporatist Origins: Adolf Berle and the Modern Corporation
    The Journal of Corporation Law, 2008
    Co-Authors: William W. Bratton, Michael L. Wachter
    Abstract:

    I. INTRODUCTION A continuing and longstanding debate has been waged in corporate law scholarship among those who favor shareholder primacy, those who favor management discretion, and those who believe that Corporations have a social responsibility to other constituencies, such as the Corporation's employees, and the wider public interest.1 Although the battle lines wax and wane, shareholder primacy prevails today as the dominant view,2 with management discretion advocates in the minority, and with advocates of corporate social responsibility (CSR) as a rearguard.3 Many discussants think of themselves as picking up where Adolf A. Berle, Jr. and E. Merrick Dodd left off in their famous, precedent-setting debate of the 1930s.4 The generally-accepted historical picture puts Berle in the position of being the grandfather of shareholder primacy.5 Dodd, on the other hand, is cast as the original ancestor of CSR.6 But this categorization of Berle and Dodd is mistaken-an example of failing to understand old texts in their original context. This Article corrects these mistakes and offers a new reading of these fundamental texts of corporate law, texts that recently reached their 75th anniversaries: Berle's 1931 article, Corporate Powers as Powers in Trust,7 Dodd's 1932 response, For Whom Are Corporate Managers Trustees?,8 Berle's subsequent 1932 rebuttal For Whom Corporate Managers Are Trustees: A Note,9 and, finally, Berle's famous book with Gardiner C. Means, The Modern Corporation and Private Property,10 also published in 1932.11 Our reading resituates these texts in the historical and intellectual context in which they were written. The time was the Great Depression, then believed to have resulted from the inherent instabilities of a capitalist system. The consensus was that emerging, Modern corporate institutions were an integral part of the flawed system and thus part of the problem. The question of social responsibility was whether Corporations should be treated as public institutions with obligations to mitigate the system's inherent instability, even if these obligations conflicted with maximizing shareholder returns. Parties to today's debate between shareholder primacy and management discretion ignore that question, even as it continues to be posed by the social responsibility rearguard. Today's mainstream assumes maximal returns to the firm as the only end and debates solely about the means,12 with the dispute centered on the allocation of authority between managers and shareholders.13 In contrast, both Berle and Dodd answered yes to the question of CSR. The legal allocation of authority within the firm did come up in their discussion at a secondary level, but in a convoluted posture that can be made intelligible only by reference to the evolution of Berle's thinking in the rapidly changing political environment of the early 1930s. Any resemblance between the normative issues Berle and Dodd discussed and those in today's debate between management discretion and shareholder rights is more apparent than real. For Berle and Dodd, the normative issue was the appropriate policy response to the crisis of the Great Depression. In 1932, when Berle and Dodd started their debate, it was abundantly clear that the job of formulating that policy would fall into the hands of a new Democratic administration likely to be headed by Franklin Delano Roosevelt (FDR). It was expected, although not yet certain, that FDR would follow the lead of many European leaders of the time and adopt a form of corporatism as the political economy of the United States. Corporatism sharply differs from the pluralism that dominated political thinking both before and after the New Deal. Under pluralism, only the preferences of individuals in their role as citizens count in the welfare calculus of government policy, and competition for the votes of individuals in a political marketplace determines policy outcomes. Corporatism privileges cooperation over competition and emphasizes group over individual interests. …

Charles R.t. O'kelley - One of the best experts on this subject based on the ideXlab platform.

  • From Berle to the Present
    The Oxford Handbook of the Corporation, 2019
    Co-Authors: Charles R.t. O'kelley
    Abstract:

    This chapter traces the evolution of the Corporation through different eras of the past century, with a focus on the development of competing primacies of corporate law. Successive eras of managerialism, technocracy, and shareholder primacy are examined in the Darwinian struggle for corporate power and business success. Our understanding of the Modern Corporation over the last 100 years cannot be separated from the nature of American hegemony over the world system during that time frame. Likewise, it cannot be separated from America’s unique twin ideologies—individualism and American exceptionalism. Nor can it be separated from the struggle for power between the Modern Corporation, viewed as a system, and the American nation state. This chapter deconstructs our changing understandings as to whose interests hold primacy in governance of the Modern Corporation, with a constant eye on the underlying political struggle for power and meaning, and the role which theories of the Corporation play in these struggles.

  • The Evolution of the Modern Corporation: Corporate Governance Reform in Context
    University of Illinois Law Review, 2013
    Co-Authors: Charles R.t. O'kelley
    Abstract:

    This Article traces the evolution of the Modern Corporation from the American Civil War to the present. I begin with a focus on the period from 1865 to the Great Depression. This was the era of the Great Tycoon, the time of the second industrial revolution and the transformation of America’s economy from small proprietorships and partnerships to the forerunner of the Modern Corporation. I then detail the transformational crisis of the Great Depression and Adolf Berle’s central role in shaping America’s changed understanding of the proper relationship between government and the Modern Corporation. It was Berle, both as a scholar and key advisor to Franklin Roosevelt, who recast America’s history so that the New Deal seemed a natural extension of individualism. The following Part details the period encompassing the New Deal and the Second World War. It is this period in which the United States develops into a Modern, Keynesian social democracy. It is this period when the United States, in partnership with the Modern Corporation, assumes the mantle of world hegemon. I then examine the Modern Corporation during the heyday of American hegemony and the so-called “golden age of American capitalism;” the period runs roughly from 1950 to 1973 and is characterized by the Galbraithian Corporation, with power devolved to the technocracy of the firm. I conclude with tentative intuitions as to the nature of the Modern Corporation and the CEO in recent times. The tentativeness of this final section is purposive. We are too close in time to the “present” to agree on what has transpired, much less what is about to transpire. Thus, my effort is to provide a common backdrop for understanding the slightly more distant past, in hopes that conversation about the near present and near future will be more fruitful.

  • The Evolution of the Modern Corporation: Corporate Governance Reform in Context
    2012
    Co-Authors: Charles R.t. O'kelley
    Abstract:

    This article traces the evolution of the Modern Corporation from the American Civil War to the present. I begin with a focus on the period from 1865 to the Great Depression. This was the era of the Great Tycoon, the time of the second industrial revolution and the transformation of America’s economy from small proprietorships and partnerships to the forerunner of the Modern Corporation. I then detail the transformational crisis of the Great Depression and Adolf Berle’s central role in shaping America’s changed understanding of the proper relationship between government and the Modern Corporation. It was Berle, both as a scholar and key advisor to Franklin Roosevelt, who recast America’s history so that the New Deal seemed a natural extension of individualism. The following part details the period encompassing the New Deal and the Second World War. It is this period in which the United States develop into a Modern, Keynesian social democracy. It is this period when the United States, in partnership with the Modern Corporation, assumes the mantle of world hegemon. I then examine the Modern Corporation during heyday of American hegemony and the so-called “golden age of American capitalism;” the period runs roughly from 1950 to 1973 and is characterized by the Galbraithian Corporation, with power devolved to the technocracy of the firm. I conclude with tentative intuitions as to the nature of the Modern Corporation and the CEO in recent times. The tentativeness of this final section is purposive. We are too close in time to the “present” to agree on what has transpired, much less what is about to transpire. Thus, my effort is to provide a common backdrop for understanding the slightly more distant past, in hopes that conversation about the near present and near future will be more fruitful.

  • Berle and Veblen: An Intellectual Connection
    2011
    Co-Authors: Charles R.t. O'kelley
    Abstract:

    This article highlight the need for further research into the connection between Berle and Means’ The Modern Corporation and Private Property (Modern Corporation) and the work of Thorstein Veblen, the father and intellectual inspiration of institutional economics. Much has been and continues to be written about Berle in legal journals, but Veblen is almost entirely ignored. Thus, while the connection between Veblen and Modern Corporation is indisputable, the meaning of that connection has not been explored in any depth. The article provides a framework for thinking about the nature of Veblen’s influence on Modern Corporation and provides an initial account of how Veblen’s work may help us understand what Berle intended to convey in Modern Corporation. The article draws from Veblen’s own writings to provide a sketch of his life’s work, in order to provide an access point for readers. Then, I place Modern Corporation in the context of Veblen’s work. In so doing I will suggest that Modern Corporation should be considered a work of evolutionary economic science as Veblen used that term. The article details Veblen’s vision of Modern economics as an evolutionary science, and highlights Veblen’s twenty-five year attempt to create an evolutionary economic account of American capitalism, with particular emphasis on Veblen’s seminal insights concerning the Modern Corporation and separation of ownership and control. The article concludes with re-interpretation of Modern Corporation in light of Veblen’s body of work.

  • The Entrepreneur and the Theory of the Modern Corporation
    The Journal of Corporation Law, 2006
    Co-Authors: Charles R.t. O'kelley
    Abstract:

    I. INTRODUCTION The third quarter of the nineteenth century was the golden age of economic and political liberalism and the entrepreneur.1 The last quarter of the nineteenth century and the first three decades of the twentieth century witnessed the decline of political and economic liberalism, the demise of the entrepreneur in favor of the Modern Corporation, and the rise of competing systems built on ideologies2 either partially or completely at odds with a pure free market economy.3 The First World War marked the breakdown of nineteenth century western civilization.4 The Great Depression confirmed that economic liberalism and free market capitalism had failed.5 Whether collectivism, fascism, or some form of heavily-government-regulated capitalism would become the world's dominant political and economic philosophy was a question slowly and painfully answered and reanswered thereafter.6 In America, however, the answer seemed clear early on. Classic liberalism7 and the ideology of free markets and the individual entrepreneur gave way to the New Deal8 and a philosophy that strongly preferred government regulation to promote the general welfare over protection of private property rights in the means of production.9 The New Deal ideology reflected widespread fear and distrust of the Modern Corporation and its economic and political power.10 In Corporation law, the governing ideology concerning the Corporation crystallized in the Berle-Means Paradigm and its identification of separation of ownership and control as the central problem of the Modern Corporation.11 For nearly fifty years thereafter, this description of the Corporation provided the theoretical framework for mainstream Corporation law scholarship12-a paradigm far more powerful than simple fear of the Modern Corporation and its entrenched, unrestrained managers. Around 1980, the governing-ideology pendulum unexpectedly swung the other way. Advocates of free markets, individualism, and elimination of government regulation recaptured political and intellectual control in America, England, and, within a decade, most of the first-world countries.13 Within Corporation law, a similar ideological shift occurred.14 Disciples of the Chicago School of Law and Economics controlled the agenda. Their swift rise to dominance coincided with the ascendancy in Corporation law of a new hegemonic paradigm, founded on the view that the Corporation is a nexus-of-contracts-a consensual ordering of relations generally to be governed by private ordering and not government regulation.15 This most recent era of free market ideological dominance has seen a rekindling of the cult of the entrepreneur primarily in the form of the Modern CEO.16 One example of the exalted status that the Modern CEO has enjoyed post-1980 should suffice: The average CEO made $6.7 million more in 2003 than in 1980, when they made $1.4 million, adjusted for inflation. The average full-time production and non-supervisory worker made $31,928 in 2003 and $31,769 in 1980, adjusted for inflation-a gain of $159. CEOs often spend more than that on dinner. CEO pay skyrocketed 480% during 1980-2003, adjusted for inflation, while domestic corporate profits rose 145%, worker productivity rose 61% and worker pay stalled. If CEO and worker pay had increased at the pace of worker productivity, CEOs would have made $2.3 million in 2003 and workers $51,148.17 However, the reign of the CEO, the Modern personification of the swashbuckling entrepreneur of the 19th century, has not been reflected in Corporation law's version of free market ideology-the nexus-of-contracts model of the Corporation. For the last two decades of the twentieth century, nexus-of-contracts scholars overwhelmingly agreed that Corporation law can best be understood by reference to shareholder primacy-the predictive (and normative) maxim that the defining purpose of Corporation law is shareholder wealth maximization. …

Jason Russell - One of the best experts on this subject based on the ideXlab platform.

Blanche Segrestin - One of the best experts on this subject based on the ideXlab platform.

  • Une nouvelle " Modern Corporation ": relecture gestionnaire de l'ouvrage de Berle et Means
    2011
    Co-Authors: Blanche Segrestin
    Abstract:

    Alors que l'on s'interroge sur l'entreprise du XXIe siecle et sur " l'entreprise post-crise ", il n'est pas inutile de revenir sur l'origine de l'entreprise du XXe siecle. Dans quelles conditions celle-ci est-elle nee ? Qu'est-ce qui explique les formes qu'on lui connait ? Et quels en sont les fondements qui pourraient, aujourd'hui, etre remis en cause ? Berle et Means apportent un eclairage historique interessant puisque leur ouvrage The Modern Corporation and Private Porperty (1932) analyse l'apparition de l'entreprise Moderne au debut du XXe siecle.

  • Une nouvelle " Modern Corporation " : relecture gestionnaire de l'ouvrage de Berle et Means.
    Gérer et Comprendre. Annales des Mines - Annales des mines. Gérer et comprendre - Gérer & comprendre, 2011
    Co-Authors: Blanche Segrestin
    Abstract:

    Alors que l'on s'interroge sur l'entreprise du XXIe siècle et sur " l'entreprise post-crise ", il n'est pas inutile de revenir sur l'origine de l'entreprise du XXe siècle. Dans quelles conditions celle-ci est-elle née ? Qu'est-ce qui explique les formes qu'on lui connaît ? Et quels en sont les fondements qui pourraient, aujourd'hui, être remis en cause ? Berle et Means apportent un éclairage historique intéressant puisque leur ouvrage The Modern Corporation and Private Porperty (1932) analyse l'apparition de l'entreprise Moderne au début du XXe siècle.