The Modern Corporation and Private Property

The Modern Corporation and Private Property

Author	Adolf Berle and Gardiner Means
Language	English
Genre	Nonfiction
Publisher	Transaction Publishers
Publication date	1932
Publication place	United States
Media type	Print Paperback
Pages	380 (Revised Edition)
ISBN	0-88738-887-6
OCLC	258284924
Dewey Decimal	338.7/4/0973 20
LC Class	HD2795 .B53 1991

The Modern Corporation and Private Property is a book written by Adolf Berle and Gardiner Means published in 1932 regarding the foundations of United States corporate law. It explores the evolution of big business through a legal and economic lens, and argues that in the modern world those who legally have ownership over companies have been separated from their control. The second, revised edition was released in 1967. It serves as a foundational text in corporate governance, corporate law (company law), and institutional economics.

Berle and Means argued that the structure of corporate law in the United States in the 1930s enforced the separation of ownership and control because the corporate person formally owns a corporate entity even while shareholders own shares in the corporate entity and elect corporate directors who control the company's activities.^[1]: 91 The Modern Corporation and Private Property, first brought forward issues associated with the widely dispersed ownership of publicly traded companies.^[1]: 91 Berle and Means showed that the means of production in the US economy were highly concentrated in the hands of the largest 200 corporations, and within the large corporations, managers controlled firms despite shareholders' formal ownership.^[1]: 91 Compared to the notion of personal private property, say as one's laptop or bicycle, the functioning of modern company law “has destroyed the unity that we commonly call property.” This occurred for a number of reasons, foremost being the dispersal of shareholding ownership in big corporations: the typical shareholder is uninterested in the day-to-day affairs of the company, yet thousands of people like him or her make up the majority of owners throughout the economy. The result is that those who are directly interested in day-to-day affairs, the management and the directors, have the ability to manage the resources of companies to their own advantage without effective shareholder scrutiny.

“The property owner who invests in a modern corporation so far surrenders his wealth to those in control of the corporation that he has exchanged the position of independent owner for one in which he may become merely recipient of the wages of capital... [Such owners] have surrendered the right that the corporation should be operated in their sole interest...” ^[2]“the owners most emphatically will not be served by a profit seeking controlling group”.^[3]

The implications of their work were clear. Berle and Means advocated embedded voting rights for all shareholders, greater transparency, and accountability. However, with the release of the revised edition, Berle and Means also pointed to the disparity that existed between those who did have shareholdings and those who did not.