Adolf A. Berle

"Why have stockholders?... What contribution do they make, entitling them to heirship of half the profits of the industrial system, receivable partly in the form of dividends, and partly in the form of increased market values resulting from undistributed corporate gains? Stockholders toil not, neither do they spin, to earn that reward. They are beneficiaries by position only. Justification for their inheritance must be sought outside classic economic reasoning.... [and] can be founded only upon social grounds... that justification turns on the distribution as well as the existence of wealth. Its force exists only in direct ratio to the number of individuals who hold such wealth. Justification for the stockholder's existence thus depends on increasing distribution within the American population. Ideally the stockholder's position will be impregnable only when every American family has its fragment of that position and of the wealth by which the opportunity to develop individuality becomes fully actualized."

"In its new aspect the corporation is a means whereby the wealth of innumerable individuals has been concentrated into huge aggregates and whereby control over this wealth has been surrendered to a unified direction. The power attendant upon such concentration has brought forth princes of industry, whose position in the community is yet to be defined. The surrender of control over their wealth by investors has effectively broken the old property relationships and has raise the problem of defining these relationship anew. The direction of industry by persons other than those who have ventured their wealth has raised the question of the motive force back of such direction and the effective distribution of the returns from business enterprise."

"Where such a separation is complete one group of individuals, the security holders and in particular the stockholders, performs the function of risk-takers and suppliers of capital, while a separate group exercises control and ultimate management. In such a case, if profits are to be received only by the security holders, as the traditional logic of property would require, how can they perform both of their traditional economic roles? Are no profits to go to those who exercise control and in whose hands the efficient operation of enterprise ultimately rests? ...Furthermore, if all profits are earmarked for the security holder, where is the inducement for those in control to manage the enterprise efficiently? When none of the profits are to be received by them, why should they exert themselves beyond the amount necessary to maintain a reasonably satisfied group of stockholders."

"The property owner who invests in a modern corporation so far surrenders his wealth to those in control of the corporation that he has exchanged the position of independent owner for one in which he may become merely recipient of the wages of capital... [Such owners] have surrendered the right that the corporation should be operated in their sole interest..."

"The rise of the modern corporation has brought a concentration of economic power which can compete on equal terms with the modern state - economic power versus political power, each strong in its own field. The state seeks in some aspects to regulate the corporation, while the corporation, steadily becoming more powerful, makes every effort to avoid such regulation... The future may see the economic organism, now typified by the corporation, not only on an equal plane with the state, but possibly even superseding it as the dominant form of social organization. The law of corporations, accordingly, might well be considered as a potential constitutional law for the new economic state, while business practice is increasingly assuming the aspect of economic statesmanship."

"The Russian revolution was nominally based on Communist dogma; but its significant struggle was to find some instrument by which a vast backward country could be mauled into industrialization. The capitalist revolution in which the United States was the leader found apter, more efficient and more flexible means through collectivizing capital in corporations."

"[The communist state has thus far proved itself a] brutal, blunt, and fumbling instrument, [while elsewhere capitalism has been evolving its own"

"Major corporations in most instances do not seek capital. They form it themselves."

"[Corporations must manifest in this area a conscience, or be required to] accept direction from the conscience of the government. This conscience must be built into institutions so that it can be invoked as a right by the individuals and interests subject to the corporate power... For twentieth-century capitalism will justify itself not only by its out-turn product, but by its content of life values."

"[The corporation is an invaluable auxiliary to the conduct of foreign affairs by the Government, and] has become an international as well as a national instrument. It is a mighty institution which thus far has not become, and has manifested no great desire to become, an independent political force. In international life it is an experiment in non-national organization, pledged only to discharge certain economic functions."

"We live in a system described in obsolete terms. We have come to believe our own repeated declarations that our society is based on individual initiative – whereas, in fact, most of it is no more individual than an infantry division. We assume that our economic system is based on “private property.” Yet most industrial property is is no more private than a seat in a subway train, and indeed it is questionable whether much of it can be called “property” at all. We indignantly deny that we are collectivist, yet it is demonstrable that more than two-thirds of our enterprise is possible only because it is collectivist: what is really meant is that the State did not do the collectivizing."

"Essentially these stockholders, though still politely called "owners", are passive. They have the right to receive only. The condition of their being is that they do not interfere in management."

"No large concentrated stockholding exists which maintains close relationship with the management or is capable of challenging it, so that the board of directors may regularly expect a majority... to follow their lead. Thus they need not consult with anyone when making up their slate of directors... They select their own successors."

"Now appears the fourth stage. In this situation emerge the newer mechanisms, the fiduciary institutions, by which these dispersed stockholdings are at once more becoming concentrated."

"In recent years economists and historians have increasingly turned their attention to modern economic institutions. Economists such as Edward S. Mason, A. D. H. Kaplan, John Kenneth Galbraith, Oliver E. Williamson, William J. Baumol, Robin L. Marris, Edith T. Penrose, Robert T. Averitt, and R. Joseph Monsen, following the pioneering work of Adolph A. Berle, Jr., and Gardiner C. Means, have studied the operations and actions of modern business enterprise. They have not attempted, however, to examine its historical development, nor has their work yet had a major impact on economic theory. The firm remains essentially a unit of production, and the theory of the firm a theory of production."

"As Adolf Berle, a fellow cold warrior, once remarked, 'Being vindicated by history is cold comfort.' For one thing, the political scars of those with whom one has polemicized seem more long-lasting and painful than their memories of the political issues that gave rise to them. And yet indifference to the political life of one's times I deem a flagrant expression of moral irresponsibility. Those who profess such indifference owe the intellectual and cultural freedoms in which they luxuriate to the commitment and sacrifices of others."

"Berle and Means’ book remains the point of departure and the central reference for reflection about corporate governance. It has given rise to differing, even contradictory interpretations, which explains how it could be used in support of opposing theories, notably on the question of the relationship between shareholders and managers. Thus, it has been used to argue in favor of the shareholder conception that is now dominant, even though it contains, as we shall see, a conception of the corporation that is radically different to the contractualist view that underpins the current doctrine of shareholder primacy."