Introduction to Part II

Summary

We have argued that corporate governance is built upon a dialectic opposition between entrepreneurial direction and social fragmentation that is bridged by democracy. In Part I, we described this opposition of forces in terms of the arguments developed by the philosophers who constructed the ideological foundations of modern liberal society. If our hypothesis is valid, we should be able to read the history of corporate governance as a dynamic resultant of the dialectic opposition we have described. As we will show in this chapter, the meaning of what constitutes legitimate corporate governance has evolved over time, with the emergence and transformation of the entrepreneur and the intensification of social fragmentation. The principles of corporate governance were established with the beginnings of capitalism, but the application of these principles has responded to developments in the economic context and modifications in the socio-political landscape. We do not propose, in this second part of the book, to do original historical research. We prefer to refer to the work of historians in the field, acknowledging our debt. By highlighting the major trends in the economic history of the corporation, as presented by historians, we can shed light on the process whereby models of corporate governance evolve and take hold. The objective is to provide an analytic synthesis based on the historical research that others have carried out.