Document Type

Article

Publication Date

2001

Abstract

The history of corporate governance "reform" begins with Adolf Berle and Gardiner Means's "The Modern Corporation and Private Property," first published in 1932. That book posited the "separation of ownership from control," discussed in the first section of this essay.

The subsequent history of corporate governance reform has been the postulation, by academics and others, of solutions to problems posed by the separation of ownership from control.

One subset of proposed reforms, those of the 1970s, formed the "corporate social responsibility movement." During that era, reformers urged governmental intervention which, as a matter of general corporate law, would expand corporate responsibility from primarily shareholders, to workers, consumers, suppliers, communities in which the corporation had a significant presence, clean air, clean water, and other constituencies.

At times, most particularly during the heyday of the law and economics movement, scholars posited that the separation of ownership from control posed no problem at all. Instead it was an efficient allocation of investor and managerial resources. Thus, law and economics eclipsed the corporate social responsibility movement. Seldom in the annals of jurisprudence has one jurisprudence ascended so quickly, while the one it supplanted simultaneously faded into oblivion.

This essay explores whether, as the new century begins, the beginnings of a* new corporate social responsibility movement are under foot. These beginnings are to be found in the "good governance" movement; the stakeholder versus stockholder debate; renewed calls for corporate social accounting and disclosure; the "green" movement in manufacture and advertisement of products; advocacy of communitarian models of the corporation and of "progressive" corporate law; and a newly strengthened environmental movement.

Mr. Justice Holmes found that a "page of history is worth a volume of logic." Before this essay discusses the new corporate social responsibility movement, history the equivalent of more than volume of logic must be recounted.

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