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Metapolitics and Corporate Law Reform, 36 Stanford Law Review 923 (1984)


Until recently, corporate law has been an uninspiring field for
research even to some of its most astute students. A survey of the
literature suggests that the last major work of original scholarship
was Adolf Berle and Gardiner Means' The Modem Corporation and Private
Property. For a defining characteristic of original scholarship is
its ability to rechannel public discourse, and after half a century, discussion
of the corporate form still invariably begins with Berle and
Means' location of the separation of ownership and control as the
master problem for research. Their observation is central, for example,
to numerous recent reform proposals that seek to mitigate corporate
irresponsibility, which is identified as the insensitivity of business
organizations to some set of values thought to be incompatible with
the maximization of firm profits. Typically, the Berle and Means
separation thesis is invoked to justify the need for new and more extensive
controls on corporate actors to restrain managerial wants left
unchecked by shareholders or market forces. But there is irony in
this use of the separation thesis because Adolf Berle viewed the emergence of independent corporate managers as a development to be
celebrated-a mechanism for producing truly public-regarding

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