Cynthia L. Estlund and Michael L. Wachter
Edited by Cynthia L. Estlund and Michael L. Wachter
William W. Bratton and Michael L. Wachter
Chapter 20 re-interprets the ur-texts of modern disputes over CSR, the 1931–32 debates over corporate managers’ duties waged between Adolf A. Berle and Merrick Dodd in the pages of the Harvard Law Review. Today’s debates over CSR are often traced back to this exchange, with Berle seen as an early advocate of shareholder primacy and Dodd a precursor to stakeholder views of corporate law. Yet the authors here contend that Berle and Dodd argued against a shared background of assumptions concerning corporatism—the belief that politics should be organized around a limited number different groups to which individuals bear allegiance (e.g., labor unions or business associations), with the government setting priorities and coordinating activities among these groups. Corporatist views, alien to modern readers, united Dodd and Berle, and the ideology’s absence in today’s debates serves to distance Berle and Dodd from us, and block any easy link between them and today’s disputes in corporate law.