Models of Corporate Conduct: From the Government Dominated Corporation to the Corporate Dominated Government

Since 1932 there has been scholarly discussion concerning the proper role of the private corporation in society and specifically whether or not the private business entity has social responsibilities. This article examines the views of selected corporate commentators concerning the proper scope, function, and structure of corporate regulation, with emphasis on the interests to be protected by each. Examination of the individual proposals is a necessary prerequisite to answering the more overriding question of whether there should be one unitary system of regulation as opposed to the motley system that now exists. I. Introduction II. The Problem Defined III. Berle and Means … A. The Initial Recognition of the Need for Redefinition … B. Berle-Dodd Debate IV. The Nader Group and Stone: Towards the Welfare Oriented Corporation … A. The Nader Group’s Approach … B. Stone’s Approach … C. Nader and Stone Compared … 1. Board of Directors … 2. Shareholder Rights … 3. Employee Rights … 4. Information and Disclosure … D. A Recapitulation V. Levitt: Separating the Public and Private Sectors VI. Manne: One Economist’s View VII. Observations and Conclusions