バーリ＆ミーンズの株式会社論―巨大株式会社規制の理論的根拠をめぐって―

Abstract

This paper examines in detail The Modern Corporation and Private Property (1932) by Adolf Berle and Gardiner Means, to show clearly that the essence of their theory concerned the point of how to justify social regulation of massive joint-stock corporations. Traditionally, the Berle and Means thesis often has been subjected to the criticism that even under the “separation of ownership and control” that they discuss management does not act with neutrality. However, consideration of Berle and Means’ analysis in accordance with its logical development shows that their conclusion was not simply a claim that in a jointstock corporation characterized by “separation of ownership and control” management was a presence that acted from a position of neutrality. Rather, the focus of their theory of the jointstock corporation was on the logical conclusions, based on positive and theoretical analysis of the issue of whether a joint-stock corporation should be managed for the benefit of shareholders or for the self-interest of management, that a joint-stock corporation should be managed for the benefit of society instead, and that appropriate regulation was necessary for that purpose.