Research Handbook on the History of Corporate and Company Law
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Research Handbook on the History of Corporate and Company Law

Edited by Harwell Wells

Understanding the corporation means understanding its legal framework, but until recently the origins and evolution of corporate law have received relatively little attention. The topical chapters featured in this Research Handbook, contributed by leading scholars from around the world, examine the historical development of corporation and business organization law in the Americas, Europe, and Asia from the ancient world to modern times, providing an invaluable resource for both further historical research and scholars seeking the origins of present-day issues.
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Chapter 20: Adolf Berle, E. Merrick Dodd and the new American corporatism of 1932

William W. Bratton and Michael L. Wachter

Abstract

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.

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