Shareholder Primacy's Corporatist Origins: Adolf Berle and the Modern Corporation‪.‬

I. INTRODUCTION A continuing and longstanding debate has been waged in corporate law scholarship among those who favor shareholder primacy, those who favor management discretion, and those who believe that corporations have a social responsibility to other constituencies, such as the corporation's employees, and the wider public interest. (1) Although the battle lines wax and wane, shareholder primacy prevails today as the dominant view, (2) with management discretion advocates in the minority, and with advocates of corporate social responsibility (CSR) as a rearguard. (3) Many discussants think of themselves as picking up where Adolf A. Berle, Jr. and E. Merrick Dodd left off in their famous, precedent-setting debate of the 1930s. (4) The generally-accepted historical picture puts Berle in the position of being the grandfather of shareholder primacy. (5) Dodd, on the other hand, is cast as the original ancestor of CSR. (6) But this categorization of Berle and Dodd is mistaken-an example of failing to understand old texts in their original context.