Work, Economy and Organizations Commons^™

Power Without Property, Still: Unger, Berle, And The Derivatives Revolution, Cristie Ford, Carol Liao

Seattle University Law Review

We are in a time when the notion of property is in flux. The derivatives revolution has shattered the “atom of property” well beyond what was originally imagined in 1932 by Adolf Berle and Gardiner Means. This disaggregation has had fascinating, and often adverse, effects on corporate law and securities regulation. Moreover, the phenomenon has had the unexpected effect of permitting some parties that already possess considerable social, economic, and political power to accumulate even more.

See No Evil? Revisiting Early Visions Of The Social Responsibility Of Business: Adolf A. Berle’S Contribution To Contemporary Conversations, Erika George

Seattle University Law Review

Much corporate legal scholarship considers such fact patterns as beyond the scope of the discipline’s core concerns. Yet, increasingly, questions are asked concerning the scale and scope of modern corporate power. This Article will challenge the conventional understanding of what the core discipline of corporate law should encompass and argues that the failure to focus on precisely these sorts of factual scenarios involving allegations of corporate complicity in human rights violations and environmental degradation is misguided and short-sighted.

Then And Now: Professor Berle And The Unpredictable Shareholder, Jennifer G. Hill

Seattle University Law Review

Shareholders, and the relationship between shareholders and management, lay at the heart of Professor Berle’s scholarship. The goal of this Article is to compare the image of shareholders emerging from The Modern Corporation and Private Property and the Berle/Dodd debate with a range of contemporary visions of the shareholder that underpin some international regulatory responses to recent financial debacles, from Enron to the current global financial crisis. As the Article dis- cusses, these recent developments in the era of financial crises have prompted a reevaluation of the traditional image of the shareholder—and the role of the shareholder in the modern …

Berle And The Entrepreneur, Charles R.T. O'Kelley

Seattle University Law Review

In the first and last four chapters (“the Five Chapters”) of The Modern Corporation and Private Property, Adolf Berle, Jr. describes in sweeping terms a fundamental transformation of the American economy. . . . Writing more than ten years before Berle, another seminal scholar, Frank Knight . . . developed a theory of the entrepreneur as part of his larger effort to more carefully explain the theoretical underpinnings of a free-market economy. . . . Given Knight’s prominence and the fact that Knight apparently reached dramatically different conclusions than did Berle concerning the consequences flowing from separation of ownership …

Neo-Brandeisianism And The New Deal: Adolf A. Berle, Jr., William O. Douglas, And The Problem Of Corporate Finance In The 1930s, Jessica Wang

Seattle University Law Review

This essay revisits Adolf A. Berle, Jr. and The Modern Corporation and Private Property by focusing on the triangle of Berle, Louis D. Brandeis, and William O. Douglas in order to examine some of the underlying assumptions about law, economics, and the nature of modern society behind securities regulation and corporate finance in the 1930s. I explore Douglas and Berle’s academic and political relationship, the conceptual underpinnings of Brandeis, Berle, and Douglas’s critiques of modern finance, and the ways in which the two younger men—Berle and Douglas—ultimately departed from their role model, Brandeis.

Foreword: In Berle’S Footsteps, Charles R.T. O'Kelley

Seattle University Law Review

On the weekend of November 6–8, 2009, scholars from around the world gathered in Seattle for a symposium—In Berle’s Footsteps—celebrating the launch of the Adolf A. Berle, Jr. Center on Corporations, Law and Society. As founding director of the Berle Center, I described our undertaking: “It is with a profound sense of obligation to the legacy that has been entrusted to my care, that I announce the launching of the Adolf A. Berle, Jr. Center on Corporations, Law and Society. It is a privilege to follow in Berle’s footsteps.”

Opening Remarks, Chancellor William B. Chandler Iii

Seattle University Law Review

Law is, in many ways, a backwards-looking field. We litigate over facts that have already occurred, challenge deals that have already been signed, and apply rules of decision based on previously-established precedent or statutes already enacted. To the extent that this Center and the symposium reflect on Berle’s work, they too are an exercise in looking back. Indeed, some might say the establishment of a Center named in Berle’s honor is a monument to the past.

Monitoring To Reduce Agency Costs: Examining The Behavior Of Independent And Non-Independent Boards, Anita Anand, Frank Milne, Lynnette Purda

Seattle University Law Review

Berle and Means’s analysis of the corporation—in particular, their view that those in control are not the owners of the corporation—raises questions about actions that corporations take to counter concerns regarding management’s influence. What mechanisms, if any, do corporations implement to balance the distribution of power in the corporation? To address this question, we analyze boards of directors’ propensity to voluntarily adopt recommended corporate governance practices. Because board independence is one way to enhance shareholders’ ability to monitor management, we probe whether firms with independent boards of directors (which we define as boards with either an independent chair or a …

Tracking Berle’S Footsteps: The Trail Of The Modern Corporation’S Last Chapter, William W. Bratton, Michael L. Wachter

Seattle University Law Review

Readers game enough to work through all three hundred pages of The Modern Corporation and Private Property looking for insights on corporate law today encounter two, apparently contradictory, lines of thought. One line, set out in Books II and III, resonates comfortably with today’s shareholder-centered corporate legal theory. Here the book teaches that even as ownership and control have separated, managers should function as trustees for the shareholders and so should exercise their wide-ranging powers for the shareholders’ benefit. The other line of thought emerges in Books I and IV, where The Modern Corporation encases this shareholder trust model in …

The New Financial Assets: Separating Ownership From Control, Tamar Frankel

Seattle University Law Review

In The Modern Corporation and Private Property, Adolf A. Berle and Gardiner Means wrote about the separation of ownership from control in corporations. They noted that the interests of the controlling directors and managers can diverge from those of the shareholder owners of the firm. . . . There are those who consider such a decoupling beneficial. Others express the same concern that Berle and Means have expressed. And depending on what one focuses on in viewing the pluses and minuses of these separations, one could reach different conclusions. I reach a number of conclusions. First, the separation of …

Rethinking The Separation Of Ownership From Management In American History, Kenneth Lipartito, Yumiko Morii

Seattle University Law Review

In <em>The Modern Corporation and Private Property</em>, Adolf Berle and Gardiner Means would use AT&T as a prime example of what they saw as a dangerous new trend, the replacement of ownership-based capitalism with giant corporations controlled by a small group of propertyless managers. Indeed, AT&T became Berle and Means’ favorite example. . . . As we shall see, however, the claim that AT&T was a leading example of the separation of ownership from management is incomplete. More importantly, the common interpretation of Berle and Means’ work is mistaken, placing the emphasis incorrectly on the number of shareholders and reading …

The Birth Of Corporate Governance, Harwell Wells

Seattle University Law Review

Part I of this Article briefly examines the concept of “corporate governance” and argues for dating the concept’s origins to the debates of the 1920s. Part II then moves on to examine early scholarly and popular discussions of the separation of ownership and control. After surveying the historical developments that produced the recognizably modern corporate economy around the turn of the century, it examines early scholarly and popular discussions of the separation of ownership and control, focusing on three major thinkers, Louis D. Brandeis, Walter Lippmann, and Thorstein Veblen. It argues that, while each of these authors examined the separation …

Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch

Seattle University Law Review

The Modern Corporation & Private Property is a paradigm-shifting analysis of the modern corporation. The book is perhaps best known for the insights of Berle and Means about the separation of ownership from control and the consequences of that separation for the allocation of power within the corporation. The Berle and Means story focuses on the shareholder as the owner of the corporation. Berle and Means saw the mechanism of centralized management—in which the shareholder retains the economic interest but not the control rights associated with ownership—as threatening the conception of shareholder interests in terms of property rights. In particular, …

Berle’S Vision Beyond Shareholder Interests: Why Investment Bankers Should Have (Some) Personal Liability, Claire Hill, Richard Painter

Seattle University Law Review

This essay, published in a symposium on the work of Adolf Berle, approaches the Berle-Dodd debate from the perspective that corporate managers have responsibilities beyond pursuing the interests of shareholders. Stock based executive compensation, designed to align managers’ interests with those of shareholders, has, in the investment banking industry in particular, failed to avert, and may have caused, managers (in this case, bankers) to take excessive risks that in the present financial crisis inflicted great damage on creditors and on society as a whole. We describe here the broad outlines of a proposal that we will discuss in future publications …

The Modern Corporation As Social Construction, Mark S. Mizruchi, Daniel Hirschman

Seattle University Law Review

Classic works, Mark Mizruchi and Lisa Fein argued, share a particular fate. Authors often cite classic works without reading them—or without reading them carefully. . . . Yet perhaps no single work fits the above description better than one of the most important books on the large corporation ever published: Adolf Berle and Gardiner Means’s The Modern Corporation and Private Property. One can speculate that few works in the social sciences have been as often cited and as little read. As a consequence, we would expect The Modern Corporation to be a good candidate for either selective interpretation or …

Revisiting Berle And Rethinking The Corporate Structure, Kelli A. Alces

Seattle University Law Review

Adolf Berle and Gardiner Means painted what remains a defining portrait of corporate law. The separation of ownership and control they described and the agency costs it causes are still a central concern of the law of corporate governance. For that reason, Berle’s work is relevant nearly eighty years after its publication. Seemingly forgotten, however, is that Berle’s enduring description of the corporate structure was published before most of today’s corporate law was in place. His work preceded the Securities Act of 1933 and the Securities Exchange Act of 1934 and even preceded the dominance of Delaware common law in …

Corporate Power In The Public Eye: Reassessing The Implications Of Berle’S Public Consensus Theory, Marc T. Moore, Antoine Rebérioux

Seattle University Law Review

We analyze Berle’s overall corporate governance project in accordance with what we see as its four core sub-themes: (A) the limitations of external market forces as a constraint on managerial decision-making power; (B) the desirability of internal (corporate) over external (market) actors in allocating corporate capital; (C) civil society and the public consensus as a continuous informal check on managerial decision-making power; and (D) shareholder democracy (as opposed to shareholder primacy or shareholder wealth maximization) as a socially instrumental institution. We seek to debunk the popular misconception that Berle’s early work was a defense of the orthodox shareholder primacy paradigm …

Pay It Forward: Career Advice From An Aspa Member, Christine G. Springer

Public Policy and Leadership Faculty Research

As a practitioner, a business woman and an academic in the public service, I often serve on interview panels and also am asked to assist students and practitioners with getting or changing their job in these challenging times. I have discovered that many qualified workers are changing jobs and changing organizations and that doing so successfully requires that they focus on what they truly want to do with their lives. When I have conversations with students and new and experienced professionals about moving ahead in their careers, I usually attempt to get them to focus on the following five key …

The Development Of An Unequal Social Safety Net: A Case Study Of The Employer-Based Health Insurance (Non) System, H. Luke Shaefer, Elizabeth D. Sammons

The Journal of Sociology & Social Welfare

The U.S. social safety net exacerbates labor market inequalities rather than ameliorating them. This paper traces this theme within an important historical case study: the emergence of the employer-based health insurance system. Employers became the dominant and tax-preferred provider of health insurance in the United States without any federal legislative action. Understanding how this happened may inform current reform efforts. This case study highlights two important factors. The first is path dependency, discussed by Skocpol (1992) and Pierson (2000). They argue that the ambiguous divisions of power and a pluralistic governance framework favor incremental processes of social policy formation in …

Making Biomass Pay: Obstacles And Opportunities, Gail Wells

Joint Fire Science Program Digests

Removing hazardous fuels to reduce the risk of wildfire has become a priority for land managers across the United States. Utilizing biomass taken from forests to cover the cost of fuel reduction is an attractive ideal. Effective utilization could also address important national challenges such as improving forest health, increasing domestic energy supplies, reducing carbon emissions, and revitalizing rural economies. However, getting woody biomass from the forest to the consumer is economically and logistically difficult, and efforts to make biomass utilization profitable have been disappointing so far. JFSP-funded researchers have found that, while there is no recipe for building a …

Data Note: Patterns Of State, County, And Local Id/Dd Funding Allocation, Jean E. Winsor

Data Note Series, Institute for Community Inclusion

State, County, and Local ID/DD dollars are one of the largest sources of funds for day and employment services; additionally as a funding source that is directly controlled within each state it is one of the most flexible sources of dollars for day and employment services. The allocation of these funds varied based upon year and service category: integrated employment, community based non-work, facility based work, and facility based non-work.

Nonprofits In Crisis: How To Retain Employees In The Nonprofit Sector, Liz Armstrong, Jocelyn Bluitt-Fisher, Lori Lopez-Newman, Diana R. Paul, Keith R. Paul

UNLV Theses, Dissertations, Professional Papers, and Capstones

In today's worsening economy more and more people find themselves seeking help through the services of nonprofit groups. Families are in worsening situations and the need for effective and efficient nonprofit human services is growing faster as more people are put out of work. It is clear that the nonprofit organizations must find a way to retain already trained employees to stave off the cost of finding and training replacements. It would be easy to think that nonprofit employees would stay if only their salaries were to increase, however, the literature review and focus group interviews found that is not …

Motivated To Serve: An Empirical Examination Of Motivation And Consequences In The Public And Nonprofit Organizations, Sung Min Park, Jessica Word

Public Policy and Leadership Faculty Research

This article draws upon a sample of nonprofit and state government managers to examine the role that service motivation plays in both sectors. The research addressed three main questions: 1) what are the main motivational types and constructs of managers in the public and nonprofit sectors? 2) what differences exist between these sectors in terms of level of motivation? And 3) what are the long-term and short-term consequences of different types of motivation? Our findings suggest that in many ways public and nonprofit managers are similar in terms of the importance of intrinsic versus extrinsic rewards. Public and nonprofit managers …

The Impact Of Terrorism On Business, Michael D. Larobina, Richard L. Pate

WCBT Faculty Publications

Terrorism has in one form or another been a part of society throughout history. Since the September 11, 2001 attacks in New York, the world community has been more focused on terrorism than ever before in most recent modern history. Terrorism has impacted multiple levels of society across the world community. One of those levels is the business environment. A specific aim of terrorism is to disrupt and destroy ongoing businesses. Therefore, the ability of governments to disrupt and destroy terrorism is essential to the continued growth and expansion of the world economy. Terrorism will directly impact a country's ability …

Seward Casa Board Development Workshop, Heartland Center For Leadership Development

Heartland Center for Leadership Development Materials

Agenda from the Seward CASA Board Development Workshop, February 21, 2009, presented by the Heartland Center for Leadership Development.

Institute Brief: Access For All Customers: Universal Strategies For One-Stop Career Centers, David Hoff, Elena Varney, Lara Enein-Donovan, Cindy Thomas, Sheila Fesko

The Institute Brief Series, Institute for Community Inclusion

One-Stop Career Centers serve a diverse range of customers. These include individuals with a variety of educational and work backgrounds, people from diverse racial, linguistic and ethnic cultures, as well as individuals with a wide range of disabilities and support needs. One way of addressing the needs of this diverse customer base is to develop services and systems that respond to the needs of each of these groups. However, this can be expensive and labor-intensive. A more effective way to serve this broad customer pool is to provide One-Stop services according to the principles of what is known as "universal …

Institute Brief: Supporting Individuals With Autism Spectrum Disorders: Quality Employment Practices, Alan Kurtz, Melanie Jordan

The Institute Brief Series, Institute for Community Inclusion

It has been known for decades that individuals with autism spectrum disorders (ASD), including those with significant impairment or who have behaviors that others find challenging, can work when they are given appropriate supports. It is also clear that individuals with ASD can benefit from employment. Benefits include improved emotional state, greater financial gain, decreased anxiety, greater self-esteem, and greater independence. Nonetheless, employment outcomes for individuals with ASD have traditionally been poor. Even those who do find work are often underemployed or do not hold onto jobs for a long period of time.

Branding Your Community, Milan Wall

Heartland Center for Leadership Development Materials

Connections: Using a Brand Creation Approach to Community Identity

Origins of the Branding Concept

Even far back in the middle ages when artists and artisans began to form guilds or associations together, many hallmarks or identifying symbols were used as a signatures by artisans to lay claim to the result of his or her work. Another important, and American reference, comes from the days before fences divided up the frontier and cattle owners found a way to mark and identify their own cattle by branding them with a personalized symbol. Even today, many purebred horses are carefully inspected and only …

Branding Your Community, Milan Wall

Heartland Center for Leadership Development Materials

Branding Your Community

Table of Contents:

Connections: Using a Brand Creation Approach to Community Identity

Case Study: Superior, Nebraska

Mapping Community Assets: An Overview

SOAR Analysis

About Appreciative Inquiry

The Marketing Process: Attention, Attraction and Action

Marketing Your Community

Back Home Ideas

Tips for Creating Community Brands

Workshop Evaluation

Low-Wage Workers Really Feel The Squeeze, Randy Albelda

Economics Faculty Publication Series

In the United States, it has been generally assumed that those who held a steady job could make ends meet but in today’s labor market nothing could be further from the truth. Workers in low-wage jobs can face double jeopardy: insufficient income to cover their basic needs and lack of access to job-related benefits to supplement their earnings. Public work supports — programs to help families fill basic needs such as health care, child care, food, and housing — can fill the gaps, and for many, they do. Still, in Massachusetts close to one out of every four individuals in …