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1、英文原文：FINANCIAL CONTROL OF LARGE-SCALE ENTERPRISEBy R. A. GORDONUniversity of CaliforniaThere has been much discussion in recent years about the control of the large corporation. I am indebted to the Harvard University Committee on Research in the Social Sciences for financial aid in carrying on a st
2、udy of modern business leadership, one aspect of which is dealt with in the present paper. We hear a great deal about concentration of control, separation of ownership and control, control by banking and other financial interests, and so on. One of the most striking characteristics of the writings i
3、n this field is the vagueness that surrounds the frequently very loose use of the word control. Surprisingly little has been said about the content and nature of control (in relation to corporate activities), and little, if any, attempt has been made to distinguish between the possession of power, o
4、n the one hand, and the exercise of control arising from the possession of power, on the other. Nor has there been any systematic effort to relate the control concepts implied in various studies of corporate organization to the active control function of the entrepreneur which is supposedly necessar
5、y to the efficient working of our economic system. I shall attempt in this paper to dispel some of the ambiguity now sur-rounding discussions of corporate control. I propose, in particular, to ex-amine the power possessed by financial groups and the extent to which this power is translated into the
6、exercise of an actual and active control over the productive process. There has been some brief treatment of the question: What happens to the entrepreneur in the large corporation when ownership is divorced from control? Cf. R. A. Gordon, Stockholdings of Officers and Directors in American Industri
7、al Corporations, Quarterly Journal of Economics, L (1936), pp. 652-55, and the references there cited; also B. W. Lewis, The Corporate Entrepreneur, ibid., LI (1937), pp. 535-44, and R. A. Gordon, Enterprise, Profits, and the Modern Corporation, in Explorations in Economics, pp. 306-16. In general,
8、specialists in corporate organization have paid little attention to the theoretical implications of their work, while theorists, on this point as on others, have not taken sufficient cognizance of the details of the contemporary institutional setting.I. Entrepreneurial Control and the Large Corporat
9、ion In assaying the nature and extent of financial control, we must have clearly in mind what we mean by control. In particular, what does con-trol mean in terms of active direction of the productive process, and how does it relate to the various aspects of the dynamic leadership that has been ascri
10、bed to the entrepreneur of economic theory? Better to judge the eco-nomic significance of the influence of financial groups on corporate enter-prise, I shall therefore first briefly consider the nature of what may be called entrepreneurial control, particularly as such control may manifest itself in
11、 the large corporation.Whatever the number of agents or factors co-operating in production, and whatever the legal forms which business enterprises may assume, joint production for a market in a system characterized by complex division of labor and continual change requires the directing and unifyin
12、g force of business leadership. This function of leadership, which involves foresight, planning, and active decision-making in the formation of policies, I propose to call the function of entrepreneurial control. Since the productive process is divided into units-that is, business firms-the exercise
13、 of this function involves control over and direction of the activities of the firm. Entre-preneurial control, as thus defined, is an active concept; it implies the exercise of a certain type of leadership, not merely the possession of certain powers. The ability to exercise such control over any fi
14、rm may be obtained in a number of ways, of which legal ownership is only one. In the one-man concern, entrepreneurial control is, of course, exercised by the owner; and a combination of such control and the risk-taking inherent in ownership were the standard elements in the complete function attribu
15、ted to the entrepreneur of economic theory. The application of entrepreneurial concepts to the large corporation raises a host of new problems, to the solu-tion of which the two types of treatment most generally made offer very little. One solution is to redefine entrepreneurship solely or chiefly i
16、n terms of risk-taking and to identify the stockholder as entrepreneur. The other is to declare the problem insoluble and to conclude that the atom of entre-preneurship, like the atom of ownership, has been forever and irreparably split in the large corporation. Whether or not risk-taking should be
17、considered all or part of the entre-preneurial function is an academic question into a discussion of which I prefer not to enter here. The important point is this: Whether the dominant type of business organization is the individual proprietorship, the partner-ship, or the corporation, business lead
18、ership or entrepreneurial control is still necessary. My aim, at this juncture, is to see what happens to this func-tion in the large corporation. Two problems arise here. First, what does entrepreneurial control mean in the light of the usual delegation of powers found in the large corporation? Sec
19、ondly, the residue of control remaining after allowance for such delegation of powers is itself divisible, and we must take account of the fact that this control may be shared by different indi-viduals or groups in a variety of ways. With respect to the problem of delegated powers, it may be noted t
20、hat some degree of direction, planning, and policy forming is assumed even by minor executives. Do these persons exercise entrepreneurial control, or is such control exercised by those who choose such men? If choice of men is the criterion, and if delegated decision-making is excluded, then we are d
21、riven up the pyramid of management organization to those actually re-sponsible for the selection of boards of directors. Those so responsible, incidentally, are frequently referred to as the ultimate control group and are distinguished from management, mainly the top executives, to whom decision mak
22、ing is delegated Cf. A. A. Berle, Jr., and G. C. Means, The Modern Corporation and Private Property (New York, 1933), pp. 69-70. While recognizing the importance of this distinction between ultimate control and management, I do not think that this treatment provides an efficient enough tool to analy
23、ze the problem of control of corporate activity. Too much is hidden in the vague term management, and the emphasis on ultimate control frequently implies that outside groups play a more important and active role in shaping the firms policies than is actually the case. I should prefer to pick out the
24、 vari-ous functions of active leadership, with the emphasis on the impact of such leadership on the productive process, to define this leadership as entre-preneurial control, and then to seek, on the basis of available evidence, how such leadership is gained, among whom it is shared, and so on. I th
25、erefore suggest the following tentative definition of entrepreneurial control: Entre-preneurial control consists of making those broad decisions which deter-mine the general nature of a firms activities, provided such decisions are not subject to the active veto power of others in fact (whatever the
26、 nominal relationships may be). Such control includes the origination of major policies, the making of the residue of decisions not delegated to subordi-nates, the choice of those to administer policies, and the determination of the extent to which decision-making and authority are to be delegated.
27、This definition is, of course, vague; it is made so purposely. The general idea, however, should be clear; the emphasis, to repeat, is on active and actual leadership. This function of leadership is really a composite function, possible of division in a number of ways. Although limitations of time p
28、reclude any detailed discussion of the ways in which entrepreneurial control may be divided, a few illustrations will indicate some of the possibilities and give further concreteness to the concept. Typically, in the large corporation, one or a few top executives make most of the broad decisions tha
29、t shape that firms policies. On occasion, however, the decision makers may be forced out of the position of entrepreneurial control by a powerful interest group, until then passive with respect to decisions currently being made. Until that time, the decision makers, not the passive interest group, h
30、ave exercised entre-preneurial control, since it is they, not the latter, who have determined the direction of the firms course in the productive process. Though all or the major part of entrepreneurial control is usually, in the large corporation, exercised for long periods by important executives,
31、 it may be frequently shared, either continuously or on special occasions, with certain individuals and committees on boards of directors or with an outside interest group. Seldom do boards as a whole or stockholders as a whole exercise continuous-ly any significant part of the function of entrepren
32、eurial control. Directors as groups and certain outside groups, later to be mentioned, exercise partial or complete entrepreneurial control occasionally-but, in the case of com-plete control particularly, such exercise is usually sporadic. II. Segments of Interest in the Corporation Let us turn now
33、to the groups which typically have an interest in the large corporation. These interest groups or segments make up the economic en-vironment within which entrepreneurial control is exercised and create pressures, in proportion to the power they can acquire, on those making entrepreneurial decisions.
34、 Actually, those in entrepreneurial control come from one or more of these interest segments-usually, as has already been implied, from the management segment. But some other interest group, depending on the power it has and the strength or weakness of the other groups, may take over some part, thou
35、gh seldom all, of the composite entre-preneurial function. An interest group or segment with respect to a corporation exists when the economic welfare of that group depends directly, and in an important degree, on the activities of the firm in question. Such interests usually, but not necessarily, a
36、rise out of buying and selling relationships between the group and the firm. These groups may be variously classified; the following list represents one possible classification which will be helpful in analyzing our main problem: This classification, with one or two significant differences, is very
37、similar to a scheme of classifying creditor relationships recently developed in an unpublished manuscript by Mr. Mark Rosenfelt, of Harvard Universitv. While the above classification was worked out independently, and with a somewhat different emphasis and aim, the credit of priority belongs to Mr. R
38、osenfelt. The latters classification originally contained six groups, all supplying goods or services to the firm: labor, investors (including stockholders), manage-ment, suppliers of goods, customers, the state; to these groups Mr. Rosenfelt has more recently added bankers, distributors, and compet
39、itors. On some points, Mr. Rosenfelt has disagreed with my analysis, although, in view of the similar approaches, the similarities in our analysis and conclusions are more significant than the differences. For other treatment of interest segments, cf. P. M. OLeary, Corporate Enterprise in Modern Eco
40、nomic Life (New York, 1933); also Berle and Means, op. cit., p. 120. (1) Suppliers of goods by sale or lease (for example, materials, equipment, land, and so on); (2) lenders of money-funds, both short term and long term; (3) owners (whether ownership arises from in-vestment of capital or watered st
41、ock); (4) labor; (5) providers of organiza-tion services, chiefly financial, legal, and engineering; (6) suppliers of miscellaneous services, not otherwise listed; (7) government, both as pro-vider of certain services and the collector of taxes and as the representative of the public welfare, as suc
42、h is conceived by those in political power; (8) customers of the firm; (9) firms in the same or similar industries affected through competitive relationships; and (10) management. Time does not permit detailed discussion of the various groups as thus classified. A word, however, should be said about
43、 the inclusion of owners, that is, stockholders, as a separate group. From many points of view, stock holders should be classed with other suppliers of money funds; in terms of control exercised, they usually, at least in the large corporation, resemble passive creditors. Control is actually shared
44、with or completely taken over by one or more of the other interest groups. Nonetheless, the nature of the legal institution of private property does create certain rights and interests that mark off the ownership group from the creditor groups. This demarca-tion, however, should not be taken to impl
45、y that owners do or even can exercise control merely because they are owners in the legal sense. Although, according to legal theory, the owners have the right of rela-tively complete control over the firm, even the law recognizes the interests of the other groups in various ways and at various time
46、s and may circum-scribe the control powers of the owners in the interests of one or more of the other groups, for example, through limitations on property rights in the interests of the general welfare or in the interests of creditors in the event of bankruptcy. It is also possible, of course, that
47、various of the other inter-est groups may secure more or less complete control by acquiring some degree of ownership. But even without the aid of ownership, the other interest groups can, in the case of the large corporation, acquire sufficient power to exercise, if they so choose, part or in some c
48、ases all of the entre-preneurial control function. Acquisition of power by an interest group is likely to occur when one or more of the following conditions prevail: 1. When the potential control powers of ownership are not exercised, as when stock ownership is dispersed, in which case management ma
49、y assume control. 2. When the service or commodity supplied by an interest group is monopolistically controlled, and is also of strategic importance to the firm. 3. When customers are important and use their bargaining power. 4. In the case of the government, by use of its sovereign powers. (If the government is indirectly controlled by one or more of the other interest groups, government control may, of course, be such as to benefit such groups or grant powers over the corporation to them.)5. When, fo