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Berle-Dodd Debate
The Berle-Dodd debate is the name for a series of exchanges over the purposes of the corporation between the New Deal architect, A. A. Berle, and Merrick Dodd, a law professor. In this debate, Berle argued that corporations should "serve... all society" through legally enforceable rules, and argued that shareholders' interests should ultimately be "equal" or "subordinated to a number of claims by labor, by customers and patrons, by the community". Dodd argued that corporate powers should be regarded as held on "trust" by directors and managers, and considered it "undesirable... to give increased emphasis... to the view that business corporations exist for the sole purpose of making profits for their stockholders". This debate has become well known in corporate governance, with widely conflicting interpretations, for the conflict over the extent to which corporations should pursue "shareholder value" or the "public interest". Both Berle and Dodd agreed that the corporation should purs ...
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Corporation
A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity (a legal entity recognized by private and public law "born out of statute"; a legal person in legal context) and recognized as such in law for certain purposes. Early incorporated entities were established by charter (i.e. by an ''ad hoc'' act granted by a monarch or passed by a parliament or legislature). Most jurisdictions now allow the creation of new corporations through registration. Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered based on two aspects: by whether they can issue stock, or by whether they are formed to make a profit. Depending on the number of owners, a corporation can be classified as ''aggregate'' (the subject of this article) or '' sole'' (a legal entity consisting of a single incorporated office occupied by a single natural person). One of the most att ...
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New Deal
The New Deal was a series of programs, public work projects, financial reforms, and regulations enacted by President Franklin D. Roosevelt in the United States between 1933 and 1939. Major federal programs agencies included the Civilian Conservation Corps (CCC), the Works Progress Administration (WPA), the Civil Works Administration (CWA), the Farm Security Administration (FSA), the National Industrial Recovery Act of 1933 (NIRA) and the Social Security Administration (SSA). They provided support for farmers, the unemployed, youth, and the elderly. The New Deal included new constraints and safeguards on the banking industry and efforts to re-inflate the economy after prices had fallen sharply. New Deal programs included both laws passed by Congress as well as presidential executive orders during the first term of the presidency of Franklin D. Roosevelt. The programs focused on what historians refer to as the "3 R's": relief for the unemployed and for the poor, recovery of ...
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AA Berle
Adolf Augustus Berle Jr. (; January 29, 1895 – February 17, 1971) was an American lawyer, educator, writer, and diplomat. He was the author of ''The Modern Corporation and Private Property'', a groundbreaking work on corporate governance, a professor at Columbia University, and an important member of US President Franklin Roosevelt's "Brain Trust." Early life Berle was born in Boston, Massachusetts, the son of Mary Augusta (Wright) and Adolf Augustus Berle. He entered Harvard College at age 14, earning a bachelor's degree in 1913 and a master's degree in 1914. He then enrolled in Harvard Law School. In 1916, at age 21, he became the second youngest graduate in the school's history, behind only Louis Brandeis. Career Early career Upon graduation Berle joined the US military. His first assignment as an intelligence officer was to assist in increasing sugar production in the Dominican Republic by working out property and contractual conflicts among rural landowners. Immediately af ...
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GC Means
Gardiner Coit Means (June 8, 1896 in Windham, Connecticut – February 15, 1988 in Vienna, Virginia) was an American economist who worked at Harvard University, where he met lawyer-diplomat Adolf A. Berle. Together they wrote the seminal work of corporate governance, ''The Modern Corporation and Private Property''. During the New Deal, Means served as an economic adviser to Franklin D. Roosevelt and Henry A. Wallace. Academic work Means followed the institutionalist tradition of economists. In 1934 he coined term "administered prices" to refer to prices set by firms in monopoly positions. In ''The Corporate Revolution in America'' (1962) he wrote: "We now have single corporate enterprises employing hundreds of thousands of workers, having hundreds of thousands of stockholders, using billions of dollars' worth of the instruments of production, serving millions of customers, and controlled by a single management group. These are great collectives of enterprise, and a system com ...
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The Modern Corporation And Private Property
''The Modern Corporation and Private Property'' is a book written by Adolf Berle and Gardiner Means published in 1932 regarding the foundations of United States corporate law. It explores the evolution of big business through a legal and economic lens, and argues that in the modern world those who legally have ownership over companies have been separated from their control. The second, revised edition was released in 1967. It serves as a foundational text in corporate governance, corporate law (company law), and institutional economics. Berle and Means argued that the structure of corporate law in the United States in the 1930s enforced the separation of ownership and control because the corporate person formally owns a corporate entity even while shareholders own shares in the corporate entity and elect corporate directors who control the company's activities. ''The Modern Corporation and Private Property,'' first brought forward issues associated with the widely dispersed owne ...
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Corporate Governance
Corporate governance is defined, described or delineated in diverse ways, depending on the writer's purpose. Writers focused on a disciplinary interest or context (such as accounting, finance, law, or management) often adopt narrow definitions that appear purpose-specific. Writers concerned with regulatory policy in relation to corporate governance practices often use broader structural descriptions. A broad (meta) definition that encompasses many adopted definitions is "Corporate governance” describes the processes, structures, and mechanisms that influence the control and direction of corporations." This meta definition accommodates both the narrow definitions used in specific contexts and the broader descriptions that are often presented as authoritative. The latter include: the structural definition from the Cadbury Report, which identifies corporate governance as "the system by which companies are directed and controlled" (Cadbury 1992, p. 15); and the relational-structura ...
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Shareholder Value
Shareholder value is a business term, sometimes phrased as shareholder value maximization. It became prominent during the 1980s and 1990s along with the management principle value-based management or "managing for value". Definition The term "shareholder value", sometimes abbreviated to "SV", can be used to refer to: *The market capitalization of a company; *The concept that the primary goal for a company is to increase the wealth of its shareholders (owners) by paying dividends and/or causing the stock price to increase (i.e. the Friedman doctrine introduced in 1970); *The more specific concept that planned actions by management and the returns to shareholders should outperform certain bench-marks such as the cost of capital concept. In essence, the idea that shareholders' money should be used to earn a higher return than they could earn themselves by investing in other assets having the same amount of risk. The term in this sense was introduced by Alfred Rappaport in 1986. For ...
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Versailles Peace Conference
The Palace of Versailles ( ; french: Château de Versailles ) is a former royal residence built by King Louis XIV located in Versailles, about west of Paris, France. The palace is owned by the French Republic and since 1995 has been managed, under the direction of the French Ministry of Culture, by the Public Establishment of the Palace, Museum and National Estate of Versailles. Some 15,000,000 people visit the palace, park, or gardens of Versailles every year, making it one of the most popular tourist attractions in the world. Louis XIII built a simple hunting lodge on the site of the Palace of Versailles in 1623 and replaced it with a small château in 1631–34. Louis XIV expanded the château into a palace in several phases from 1661 to 1715. It was a favorite residence for both kings, and in 1682, Louis XIV moved the seat of his court and government to Versailles, making the palace the ''de facto'' capital of France. This state of affairs was continued by Kings Louis XV an ...
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Wall Street Crash
The Wall Street Crash of 1929, also known as the Great Crash, was a major American stock market crash that occurred in the autumn of 1929. It started in September and ended late in October, when share prices on the New York Stock Exchange collapsed. It was the most devastating stock market crash in the history of the United States, when taking into consideration the full extent and duration of its aftereffects. The Great Crash is mostly associated with October 24, 1929, called ''Black Thursday'', the day of the largest sell-off of shares in U.S. history, and October 29, 1929, called ''Black Tuesday'', when investors traded some 16 million shares on the New York Stock Exchange in a single day. The crash, which followed the London Stock Exchange's crash of September, signaled the beginning of the Great Depression. Background The "Roaring Twenties", the decade following World War I that led to the crash, was a time of wealth and excess. Building on post-war optimism, rural Americ ...
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Franklin D
Franklin may refer to: People * Franklin (given name) * Franklin (surname) * Franklin (class), a member of a historical English social class Places Australia * Franklin, Tasmania, a township * Division of Franklin, federal electoral division in Tasmania * Division of Franklin (state), state electoral division in Tasmania * Franklin, Australian Capital Territory, a suburb in the Canberra district of Gungahlin * Franklin River, river of Tasmania * Franklin Sound, waterway of Tasmania Canada * District of Franklin, a former district of the Northwest Territories * Franklin, Quebec, a municipality in the Montérégie region * Rural Municipality of Franklin, Manitoba * Franklin, Manitoba, an unincorporated community in the Rural Municipality of Rosedale, Manitoba * Franklin Glacier Complex, a volcano in southwestern British Columbia * Franklin Range, a mountain range on Vancouver Island, British Columbia * Franklin River (Vancouver Island), British Columbia * Franklin Strai ...
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Brain Trust
Brain trust was a term that originally described a group of close advisers to a political candidate or incumbent; these were often academics who were prized for their expertise in particular fields. The term is most associated with the group of advisers of Franklin D. Roosevelt during his presidential administration. More recently, however, the use of the term has expanded beyond politics to encompass any specialized group of advisers aligned to a decision maker. Etymology Early use of the term "brain trust" was patterned on the use of the term "trust" to depict economic consolidation within an industry. This was a subject of much interest at the time and led to the Sherman Antitrust Act in 1890. In 1888 the ''Springfield issouriLeader'' used the term in connection with the consolidation of newspapers in the state: " oo many newspapers in Columbia, Mo.overstocked the brain market of that town, and the ''Columbian'' and ''Statesman'' formed a "trust." ... While sugar, coffee, lumbe ...
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Securities Act Of 1933
The Securities Act of 1933, also known as the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, and the '33 Act, was enacted by the United States Congress on May 27, 1933, during the Great Depression and after the stock market crash of 1929. It is an integral part of United States securities regulation. It is legislated pursuant to the Interstate Commerce Clause of the Constitution. It requires every offer or sale of securities that uses the means and instrumentalities of interstate commerce to be registered with the SEC pursuant to the 1933 Act, unless an exemption from registration exists under the law. The term "means and instrumentalities of interstate commerce" is extremely broad and it is virtually impossible to avoid the operation of the statute by attempting to offer or sell a security without using an "instrumentality" of interstate commerce. Any use of a telephone, for example, or the mails would probably be enough to subject the t ...
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