Metapolitics and Corporate Law Reform

Abstract

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 Modern Corporatzon and Private Property.2 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.3 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 emer-