The Modern Corporation Magnified: Managerial Accountability in Financial Services Holding Companies

35 Pages Posted: 18 Aug 2012 Last revised: 23 Dec 2013

Date Written: August 17, 2012

Abstract

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.

Keywords: corporate governance, financial institutions, Adolf Berle

JEL Classification: G2, G3

Suggested Citation

Krug, Anita K., The Modern Corporation Magnified: Managerial Accountability in Financial Services Holding Companies (August 17, 2012). Seattle University Law Review, Vol. 36, No. 2, p. 821, 2013; University of Washington School of Law Research Paper No. 2012-13; Symposium—Berle IV: The Future of Financial/Securities Markets, 2012. Available at SSRN: https://ssrn.com/abstract=2131454

Anita K. Krug (Contact Author)

Chicago-Kent College of Law ( email )

565 W. Adams Street
Chicago, IL 60661
United States
3129065010 (Phone)

HOME PAGE: http://https://www.kentlaw.iit.edu/faculty/anita-krug

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