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Articles 1 - 2 of 2
Full-Text Articles in Legal History
Proposals For Corporate Governance Reform: Six Decades Of Ineptitude And Counting, Douglas M. Branson
Proposals For Corporate Governance Reform: Six Decades Of Ineptitude And Counting, Douglas M. Branson
Articles
This article is a retrospective of corporate governance reforms various academics have authored over the last 60 years or so, by the author of the first U.S. legal treatise on the subject of corporate governance (Douglas M. Branson, Corporate Governance (1993)). The first finding is as to periodicity: even casual inspection reveals that the reformer group which controls the "reform" agenda has authored a new and different reform proposal every five years, with clock-like regularity. The second finding flows from the first, namely, that not one of these proposals has made so much as a dent in the problems that …
Corporate Governance Reform And The 'New' Corporate Social Responsibility, Douglas M. Branson
Corporate Governance Reform And The 'New' Corporate Social Responsibility, Douglas M. Branson
Articles
The history of corporate governance "reform" begins with Adolf Berle and Gardiner Means's "The Modern Corporation and Private Property," first published in 1932. That book posited the "separation of ownership from control," discussed in the first section of this essay.
The subsequent history of corporate governance reform has been the postulation, by academics and others, of solutions to problems posed by the separation of ownership from control.
One subset of proposed reforms, those of the 1970s, formed the "corporate social responsibility movement." During that era, reformers urged governmental intervention which, as a matter of general corporate law, would expand corporate …