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Bratton, William W.; Wachter, Michael L. --- "Adolf Berle, E. Merrick Dodd and the new American corporatism of 1932" [2018] ELECD 85; in Wells, Harwell (ed), "Research Handbook on the History of Corporate and Company Law" (Edward Elgar Publishing, 2018) 534

Book Title: Research Handbook on the History of Corporate and Company Law

Editor(s): Wells, Harwell

Publisher: Edward Elgar Publishing

ISBN: 9781784717650

Section: Chapter 20

Section Title: Adolf Berle, E. Merrick Dodd and the new American corporatism of 1932

Author(s): Bratton, William W.; Wachter, Michael L.

Number of pages: 36

Abstract/Description:

Chapter 20 re-interprets the ur-texts of modern disputes over CSR, the 1931–32 debates over corporate managers’ duties waged between Adolf A. Berle and Merrick Dodd in the pages of the Harvard Law Review. Today’s debates over CSR are often traced back to this exchange, with Berle seen as an early advocate of shareholder primacy and Dodd a precursor to stakeholder views of corporate law. Yet the authors here contend that Berle and Dodd argued against a shared background of assumptions concerning corporatism—the belief that politics should be organized around a limited number different groups to which individuals bear allegiance (e.g., labor unions or business associations), with the government setting priorities and coordinating activities among these groups. Corporatist views, alien to modern readers, united Dodd and Berle, and the ideology’s absence in today’s debates serves to distance Berle and Dodd from us, and block any easy link between them and today’s disputes in corporate law.