In 1932, Adolf Berle and Gardiner Means published the seminal book, The Modern Corporation and Private Property. This work set forth the thesis that corporate law's central dilemma has been the separation of ownership and control in publicly held corporations. Over the years, the Berle-Means thesis has been tossed aside by critics who argue that economic forces compel managers to act as if the shareholders were in control and by those who welcome the idea that managers are able to exercise their more enlightened business acumen. On the other hand, those who share concerns over the separation of ownership and control have had little luck in getting anything done to bridge this gap.

In this Article, Professor Dent seeks to rejuvenate the debate over the separation of ownership and control. To this end, he proposes a theoretically simple, yet realistic and quite workable solution to this dilemma: take away managements' control of the proxy voting system and give control to the publicly held corporations' largest shareholders.


"The Modern Corporation and Private Property, " Ownership, Control

Publication Date


Document Type


Place of Original Publication

Wisconsin Law Review

Publication Information

1989 Wis. L. Rev. 881


COinS George W. Dent Faculty Bio