The Restructuring of the Relationship Between Shareholders and the Corporate Entity: Reflections on Berle and Means

Abstract

This Article is an examination and reassessment of Professors Berle and Means' seminal theory of the nature of the relationship between a/corporation, its shareholders, and its management. Because of its importance to modern corporate law,' this relationship is examined in the context of two recent corporate antitakeover defensive techniques: the creation of super common stock, and management's deliberate discrimination against suspected hostile shareholders.