The Rise and Fall (?) of the Berle-Means Corporation

74 Pages Posted: 30 Jul 2018 Last revised: 6 Aug 2018

See all articles by Brian R. Cheffins

Brian R. Cheffins

University of Cambridge - Faculty of Law; European Corporate Governance Institute (ECGI)

Date Written: July 30, 2018

Abstract

This paper forms part of the proceedings of the 10th Annual Berle Symposium (2018), which focused on Adolf Berle and the world he influenced. He and Gardiner Means documented in The Modern Corporation and Private Property (1932) what they said was a separation of ownership and control in major American business enterprises. Berle and Means became sufficiently closely associated with the separation of ownership and control pattern for the large American public firm to be christened subsequently “the Berle-Means corporation”. This paper focuses on the “rise” of the Berle-Means corporation, considering in so doing why ownership became divorced from control in most of America’s biggest companies. It also assesses whether developments concerning institutional investors and shareholder activism have precipitated the “fall” of the Berle-Means corporation, meaning U.S. corporate governance is no longer characterized by a separation of ownership and control.

Keywords: Berle-Means corporation, separation of ownership and control, institutional shareholders, shareholder activism, index trackers

JEL Classification: G32, G34, K22, N22

Suggested Citation

Cheffins, Brian R., The Rise and Fall (?) of the Berle-Means Corporation (July 30, 2018). Seattle University Law Review, Forthcoming; University of Cambridge Faculty of Law Research Paper No. 50/2018. Available at SSRN: https://ssrn.com/abstract=3222726 or http://dx.doi.org/10.2139/ssrn.3222726

Brian R. Cheffins (Contact Author)

University of Cambridge - Faculty of Law ( email )

10 West Road
Cambridge, CB3 9DZ
United Kingdom
+44 1223 330084 (Phone)
+44 1223 330055 (Fax)

European Corporate Governance Institute (ECGI)

c/o ECARES ULB CP 114
B-1050 Brussels
Belgium

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