For Whom are Corporate Managers trustees? Prof. Dodd, 1932.

Mr Dodd understands that in a society where individuals carry on buiness for themselves, under a system of private property and freedom of contract, they have no obligations whatsoever to consider others´ interests, (customers, etc), but only theirs, (of course respecting the agreed terms). When there is an agent, he sees nothing changing except that a fiduciary duty by the agent appears in favor of the owner. If there are many owners, a second duty appears between owners, (in their respective share if they enter into running the business or not). If we consider a incorporated legal new entity with directors, nothing changes; if we consider the corporation acting in business and not the owners, nothing really changes either, as the function of the corporation is looking for profits, through their directors, etc.

Mr. Dood, once accepted that directors and managers are fiduciaries of stockholders, that they must act in pursue of profit and the private gain of stockholders (1) agrees with Mr Berle (2)  in the sense that in modern corporations, with dispersed stockholders that do not easily get access to information nor have the means to impose sanctions on managers, there is a need to impose controls and rules to prevent managers from diverting profits to their own pockets.

He recognizes though that public opinion was (remember the articles dates from 1932) favoring some additional purpose of the corporation, a social one, apart from profits, public opinion being relevant as law is made partly out of it.