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33 Vand. L. Rev. 1387 (1980)
Reconciling Shareholders' Rights and Corporate Responsibility: Close and Small Public Corporations

handle is hein.journals/vanlr33 and id is 1401 raw text is: Reconciling Shareholders' Rights
and Corporate Responsibility:
Close and Small Public
Larry D. Soderquist*
A debate has gone on for several decades about the right of
shareholders to have corporations managed in their interest and
about the responsibility of corporations to groups such as custom-
ers, employees, and persons in the communities in which they op-
erate. Berle and Dodd began a now famous dialogue on the subject
in the early 1930s, and others have since entered the controversy.1
* Professor of Law, University of Notre Dame; Visiting Professor of Law, Vanderbilt
University. B.S., 1966, Eastern Michigan University; J.D., 1969, Harvard University. The
author is grateful to Ralph P. Higgins, class of 1980, Notre Dame Law School, for his re-
search assistance.
1. Works of Berle and Dodd in the debate and on related questions include A. BERLE,
AND PRIVATE PROPERTY (rev. ed. 1968); Berle, Corporate Powers as Powers in Trust, 44
Hanv. L. REV. 1049 (1931); Berle, For Whom Corporate Managers are Trustees: A Note, 45
HARV. L. REV. 1365 (1932); Berle, Corporate Decision-Making and Social Control, 24 Bus.
LAW. 149 (1968); Dodd, For Whom are Corporate Managers Trustees?, 45 HARV. L. REv.
1145 (1932); Dodd, Is Effective Enforcement of the Fiduciary Duties of Corporate Manag-
ers Practicable?, 2 U. Cm. L. REv. 194 (1935); Dodd, Book Review, 9 U. CHI. L. REV. 538
(1942); Dodd, Book Review, 81 U. PA. L. REV. 782 (1933). For an analysis of the Berle-Dodd
debate, see Weiner, The Berle-Dodd Dialogue on the Concept of the Corporation, 64
COLUM. L. REv. 1458 (1964).
For a sampling of diverse perspectives of others on one or more aspects of the debate
and on related questions, see M. FRIEDMAN, CAPrrALSM AND FREEDOM (1962); THE CORPORA-
TION IN MODERN SOCIETY (E. Mason ed. 1960); ABA Subcommittee on Functions and Re-
sponsibilities of Directors, Corporate Director's Guidebook, 32 Bus. LAW. 5 (1976);
Blumberg, Corporate Responsibility and the Social Crisis, 50 B.U. L. REV. 157 (1970);
Friedmann, Corporate Power, Government by Private Groups, and the Law, 57 COLUM. L.
RzV. 155 (1957); Hetherington, Fact and Legal Theory: Shareholders, Managers, and Cor-
porate Social Responsibility, 21 STAN. L. REV. 248 (1969); Soderquist & Vecchio, Recon-
ciling Shareholders' Rights and Corporate Responsibility: New Guidelines for Manage-
ment, 1978 DUKE L.J. 819; Symposium: The Greening of the Board Room: Reflections on
Corporate Responsibility, 10 COLUM. J.L. & Soc. PROn. 15 (1973); Soderquist, Book Review,
1977 DUKE L.J. 933.


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