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62 Colum. L. Rev. 399 (1962)
Issue 3

handle is hein.journals/clr62 and id is 439 raw text is: COLUMBIA LAW REVIEW Vol. 62 MARCH 1962 No. 3 THE HIGHER CRITICISM OF THE MODERN CORPORATION HENRY G. MANNE* Periodically the American corporation receives a careful scrutiny from the academic community. In the early part of this century, the examination spot- lighted monopoly dangers and financial manipulations. The names of Ripley and Brandeis come immediately to mind. In the early thirties, the relation between the management and the shareholders of the large corporations was the principal cause for concern. Associated with this period are the famous book by Berle and Means, The Modern Corporation and Private Property,1 and the pioneer efforts of the Securities and Exchange Commission. Recently we have entered a new phase of concern with the large corpora- tion. The concern is not exactly with monopoly, although that is involved; it is not exactly with the relationship between managers and owners, although that is certainly involved as well. In some rather nebulous sense, the concern may be said to be with the political position of the modern corporation, the role it is and should be playing in the distribution and enjoyment of a great variety of the values in which the community is interested. This newer concern with political values had its beginning in the Berle and Means work, although the focus of that work, as already indicated, was on the shareholders' relation to managers. Now the focus has been broadened to include a far larger group than the shareholders alone. Not surprisingly, as the scope of the examination has broadened, the variety of attitudes and approaches to the problem has increased. There are at this time several well-defined schools of thought on the modem corporation.2 The purpose of this article is to analyze the assumptions and conclusions of these various schools and to suggest what study remains to be done. I. THE SEMINAL WORK: BERLE AND MEANS A. The Central Theme The classic work of Berle and Means was primarily a critical analysis of the modern corporation and the prevailing mode of corporation law. It did * Associate Professor of Law, St. Louis University. 1. (1932). 2. In the course of this article, various writers may be dealt with as if they belonged only to one or another of these various schools of thought. In fact, this is

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