ABSTRACT
Corporate governance debates are primarily concerned with the allocation of
power within listed companies, from a positive and a normative point of view.
On both aspects, these debates have been structured, throughout the twentieth
century, between managerialist and agency theories. The theory of ‘‘manage-
rialism,’’ as set out in the seminal work of Berle and Means (1932), stresses the
inherent divergence of interest that occurs within widely held firms between
corporate ‘‘owners’’ (shareholders) and ‘‘controllers’’ (managers), and the resul-
tant ‘‘politicization’’ of the corporation as an object of public concern. In
response to the perceived need to minimize this separation, ‘‘agency theory’’
suggests a range of market and contractual mechanisms aimed at bringing the
incentives of managers into line with those of shareholders.
