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Corporate governance is the practice of balancing various stakeholder interests within the legal device of the chartered business. Recent changes in the competitive capitalism including the Great Recession, now entering its second decade, have called for reforms within the defined corporate system. To sketch a wider picture of corporate governance issues and the debate over time, this paper aims to identify two philosophical traditions, a British and liberal tradition and a continental statist tradition, which have bearings for how the legal device of the corporation is understood.

This conceptual paper combines legal philosophy and legal studies, management studies, economics and economic sociology literatures.

In the former tradition, the firm and its ownership are exclusively associated with irreducibly individual rights. In the latter tradition, property rights remain the core of legal systems, but rather than being an end in itself (as in the liberal tradition), such property rights are merely the starting point for the individual’s wider engagement in social and public affairs. These two traditions enact the firm differently and emphasize specific benefits. In the former tradition, associated with a shareholder primacy model, individual rent-seeking is foregrounded; in the latter tradition, associated with legal and management scholarship, the team production qualities of the firm are emphasized.

This conceptual paper offers an analysis of the roots of differences between Anglo-American and continental corporate governance traditions, a scholarly study that is of great theoretical and practical relevance in the era of the Great Depression.

The Berle and Means thesis focuses on a managerial revolution in which corporate control came to be transferred from owners to managers. Currently, it is arguable that control of corporate policy has shifted back to owners in what has come to be called “investor capitalism.” Stock market manipulators, as owners, have currently come to assert increased levels of control over CEO autonomy. This empirical reality appears in a vicious circle culminating in excessive CEO profits. The result has been to give support to a basic Veblenian assertion that imbecile business institutions hold sway to direct and dominate the economic process. In this process, the making of money rather than the production of goods serviceable for basic human needs have increasingly come to prevail over the US economy and culture.

The debate about corporate purpose is a recurring one that has re-emerged today. What should be the guiding principles of business: the pursuit of profit or a contribution to public interest? We trace key elements in this debate in Britain and America, from the interwar years, when John Maynard Keynes and Adolf Berle made important contributions, to the 1970s, when events ushered in a return to laissez-faire and the rise to dominance of the shareholder primacy model of corporate governance and purpose, to today. Both the earlier and the current debates are centered around whether we see business institutions as strictly private entities, transacting with their suppliers, workers, and customers on terms agreed with or imposed upon these groups, or as part of society at large and therefore expected to contribute to what society deems to be its interests. Whether current developments will ultimately produce a shift in corporate purpose akin to the one that followed the Second World War remains to be seen. But the parallels to the interwar debates, and the uncertain economic, political, and social environments in which they took place, are striking. Our objective is to see what might be learned from the past to inform the current direction of thought concerning capitalism and corporate purpose.

Posits that since the New Deal era, 1933‐1940, the theory of managerial revolution has sparked tremendous debate concerning the governance of the USA’s large corporations. Argues that an interpretation of The Modern Corporation and Private Property, within the context of other works by Adolf Berle and Gardiner Means, could raise profound insights in terms of a paradigm shift concerning the governance of big corporations in contemporary economy.

By revisiting the agency theory literature, this paper aims to both incrementally advance historical viewpoints and reveal four prominent influences on agency theory: Weber and Simon, The Great Depression, Cooperation and the Chicago School. This is critical given that understanding the history behind the authors’ major theoretical lenses is fundamental to using these theories to explain various phenomena.

Drawing on a plethora of archival sources and following the influence-mapping approach used by other management history scholars, this manuscript synthesizes historical accounts and archival information to provide a clearer picture of the major historical influences in the formation of agency theory.

We shed light on four areas related to management history that helped propel agency theory. Whereas past scholarship has not recognised them as influencers, we find and show how the industrial revolution, unionization, the stock exchange and other management approaches all played a role in the development of agency theory’s core tenants.

We extend upon the influential people and events that shaped agency theory, thus providing a fuller understanding of the theory’s usefulness. Moreover, we fill in gaps enabling scholars to better understand the context in which the core tenants of agency theory were developed.

Since the publication of The Modem Corporation and Private Property, by Adolf A. Berle, Jr. and Gardiner C. Means, economists have written extensively on the proposition that ownership and control have been separated in the large corporations. Additionally, the effects of this separation on the conduct of corporate enterprise have been the subject of many investigations. The present standing of financial economists on this issue is formalized by Jensen and Meckling. They consider the managers as the agents of firm's stockholders and conclude that a certain amount of agency costs is unavoidable. These costs, they argue, emanate from pecuniary as well as non‐ pecuniary expenditures by the managers to maximize their own utilities that will be detrimental to the firm's stockholders.

Corporations vary widely around the world, yet our understandings of “the corporation” have been decisively influenced by the peculiar American version, with dispersed shares traded on a stock exchange and a matrix of institutions orienting them toward the North Star of share price. Moreover, even as this American model has shaped the terms of debate around the corporation, it no longer operates in its ancestral homeland, where ownership is increasingly concentrated, assets and employment are increasingly dispersed, and corporations are disappearing from the stock market. In this afterword, I underscore some themes from the articles in this volume and suggest some thoughts on research and theory in an increasingly post-corporate world.

Concentrated ownership implies greater alignment between ownership and control, mitigating the agency problem. However, it may also engender governance challenges such as funds appropriation through related party transactions and the oppression of minority shareholders, especially in the context of weak legal systems. We draw from legal theory (the tradeoff controlling shareholder model and private benefits of control) and from organization theory (socioemotional wealth), to suggest that concentrated ownership can be beneficial in both robust and weak legal systems for different reasons. We advance theory on the effects of controlling shareholders and suggest that the longer-term outlook associated with engaged concentrated ownership can aid the shift of the corporation toward Berle and Means' (1932, p. 355) “third possibility” of corporations serving the interests of not just the stockholders or management but also of society.

We explore the significance of social ontology and its capacity to inform the specification of organizational status, architecture and capacities. We consider how different conceptions of social ontology are critical for explicating a range of epistemological and socio-economic questions concerning organizations and develop a research agenda oriented to studying these issues from the perspective of management and organization studies.

This chapter collects and categorizes the principal theoretical debates respecting corporate law in the United States. What emerges is not a synthetic whole but a dialectic framework. Corporate law's theoretical debates do not resolve; their arguments and conclusions are determined by metapolitical preferences and unverified notions about aligning productivity incentives. But despite the debates, the acknowledged premise that corporations exist to create wealth by producing goods and services at a profit directs all theories of corporate law to two objectives. First, corporate law encourages long-term investment and risk-taking by facilitating a delegation of decision-making authority from the providers of capital to the expert managers who deploy it. Second, corporate law facilitates investment in producing assets at the lowest possible cost of capital, securing the presence of liquid trading markets in corporate securities.