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In his 'Reply to Critics,' the final chapter of the second edition of the Morality of Law, Lon Fuller accused H.L.A. Hart of defending a conception of law as managerial control.' A model such as this, Fuller declared, was unsuited for understanding the relationship between a state and its citizens that is manifested in a society's legal system. That Fuller nowhere gave a complete or adequate account of what he meant by managerial authority has been a source of significant confusion about the charge. This paper is an attempt to elaborate upon and develop Fuller's themes. To this end, I undertake an examination of the work of Max Weber on law and bureaucracy. The paper thus provides an occasion to establish important links between the work of Weber and of Hart and to see how Fuller's work is something of a response to both. I focus on Weber in this regard because he argued that the same basic bureaucratic authority structures were essential to both the modern business organization and modern Western legal systems. For Weber, the key to understanding both legal and managerial authority lay in an understanding of the bureaucratic structures through which both function. The analysis I undertake here, by establishing firmer links between the legal positivisms of Weber and of Hart, demonstrates that both should be seen as targets of Fuller's attack. Weber's bureaucratic account of modern law has certain affinities with Hart's account and

During the takeover wave of the 1980s, managers developed numerous strategies to fend off unwanted bidders and retain control of their firms. These strategies included the poison pill, often used in combination with the effective classified board. Corporate scholars expressed concern over the serious conflict of interest inherent in managerial control over takeovers, arising from the fact that takeovers often presage managerial termination. Many corporate scholars argued that the poison pill should be prohibited.1 Many also concluded that managers should be required to submit bids to shareholders.2 Responding to the fundamental conflict attending board-enacted takeover defenses, the Delaware Supreme Court initially provided for heightened scrutiny of takeover defenses adopted by the board.3 In Unocal v Mesa Petroleum4 the Delaware Supreme Court announced a twotiered proportionality review of takeover defenses. The first prong entails an assessment of whether the board was responding to a legitimate threat to corporate policy and effectiveness.5 The second prong asks the

This paper examines labour process developments within Canada and Australia during the later 19th and early 20th centuries. In contrast to traditional labour process studies, which have focused upon the development of sophisticated forms of managerial control within modern industry, this comparative analysis stresses the much simpler forms of labour control that existed within Canadian and Australian rural and urban workplaces. The paper explores the reasons underlying differences in labour process developments, and argues for the need to broaden labour process analysis in order to take account of spatial and geographic variations in working life.

Focusing on a manager's goals and critical success factors has been advocated as an approach to defining senior and middle managers' information requirements. In this article a field study is described in which the planning processes in a corporation were used as a mechanism for identifying goals, critical success factors and performance measures and standards, i.e., information requirements for managerial control. A general approach generated from the field study is described and the advantages and disadvantages of the approach are analyzed.

The directors of such companies, however, being the managers rather of other people's money than their own, it cannot well be expected that they should watch over it with the same anxious vigilance with which the partners in a private copartnery frequently watch over their own. Like the stewards of a rich man, they are apt to consider attention to small matters as not to their master's honour and very easily give themselves a dispensation for having it. Negligence and profusion, therefore, must always prevail, more or less, in the management of such a company. Adam Smith, Wealth of Nations, p. 7oo THE increasing separation of corporate ownership from managerial control has provided a fertile environment for theories regarding both executive conduct [i; I I; 12; I7] and corporate financial performance [4; 8; 9]. This paper addresses the general question raised by Adam Smith in the above quote as to whether 'Negligence and profusion. . .' is a consequence of the separation of ownership and control in firms. However, unlike previous studies that have examined the effect of owner-control versus managercontrol on overall performance (e.g. profit, growth), this paper examines a specific type of corporate behavior-merger pricing policies-in firms classified as owner-controlled or manager-controlled. Corporate mergers are analyzed for two reasons. First, corporate mergers represent a major part of economic decision-making by many firms and hence have important micro- and macroeconomic consequences. Assets acquired by merger, for example, equalled from 8 to 46 % of the newv annual assets created by gross private domestic investment during I966 to 1976 in the manufacturing and mining sectors.1 Second, the information on mergers by publicly traded firms is readily available. The SEC requires prompt and full disclosure on merger terms, including the merger price. The public assesses the terms of merger in the public announcement and ultimately reacts to the information in the securities market. Thus, merger pricing is one of the few individual pricing decisions that requires full disclosure, and hence, results in a specific reaction by the securities market.

Do managers who are neither the owners nor controlled by persons or groups with a strong holding in the stock of a company slacken in the quest of profit and turn to the pursuit of other goals? Is their compensation tailored to motivate them to seek maximum profits.? Will competition in the markets for output or the discipline exerted by the capital market allow them to behave differently from profit-maximizing firms? These questions have been investigated repeatedly under the heading of managerialism since the seminal work of Taussig and Barker [2I] and of Berle and Means [4]. The results are somewhat inconclusive.' While a number of results-some contradictory-are available from studies of US and British firms, none to our knowledge are available for other countries. This contribution examines the data for Germany. To anticipate our conclusion, further doubt is cast upon the usefulness of the distinction between manager-controlled firms and owner-controlled ones in predicting goals pursued and results obtained by those who run the firms. In a more affirmative vein, the empirical phenomenon of non-ownercontrolled firms in itself does not force one to abandon the classical profitmaximizing model of the firm in favour the tenets of managerialism. A final and very tentative section deals with a category of organizations neglected so far in the literature, i.e. subsidiaries of other companies.

A S PUBLIC AGENCIES strive to carry out their increasing responsibilities more effectively, new management techniques must be employed to promote efficiency and economy in governmental operations. During the past decade, a number of important developments have occurred in the fields of production scheduling and industrial management. Progressive, competitive managements in industry and business have come to recognize the decisionmaking and managerial control potential made possible through the use of automated data processing equipment, programmed with advanced managerial systems, and applied in conjunction with the techniques of network analy

In the discussion of the nature of reciprocal exchanges, authors of insurance textbooks commonly point out and criticize the reciprocal on the basis that there is a tendency for the control of the reciprocal to become vested with the attorney-in-fact.1 It will be the purpose of this paper to examine such a phenomenon from a regulatory point of view, and to indicate some of the dangers which arise when absolute control of the exchange is possessed by the attorney-in-fact. The problems of the control of the reciprocal are associated with what might be termed the corporate proprietary attorney-in-fact, and the following discussion is limited to such a case. The corporate proprietary attorney-in-fact may be defined as a management corporation, usually closely held, which seeks or derives a profit from the operation and management of the exchange, and which pos