The Modern Corporation Magnified: Managerial Accountability in Financial Services Holding Companies
Anita K. Krug
University of Washington School of Law
August 17, 2012
Seattle University Law Review, Vol. 36, Forthcoming
University of Washington School of Law Research Paper No. 2012-13
Symposium—Berle IV: The Future of Financial/Securities Markets, 2012
Recalling Adolf Berle’s and Gardiner Means’ famous analysis of the implications for shareholder primacy of the separation of ownership from control in the “modern corporation,” this paper argues that financial services holding companies (“FSHCs”) are a special breed of “modern corporation.” In particular, distinguishing features of FSHCs, such as their penchant for proprietary trading and the managerial incentives it creates, render more acute the managerial accountability problems that are the central concern of corporate governance norms. This paper suggests that that circumstance may provide further support for the move away from shareholder primacy that Berle and Means advocated. Without taking on that question, it contends that, in the FSHC context, reshaping governance is a critical “gating item.” Toward advancing that project, it proposes a refocusing of managerial accountability to encompass financial firms’ other “core” constituency — namely, those to whom FSHCs and their affiliates provide financial services.
Number of Pages in PDF File: 35
Keywords: corporate governance, financial institutions, Adolf Berle
JEL Classification: G2, G3Accepted Paper Series
Date posted: August 18, 2012 ; Last revised: March 6, 2013
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