1.2 Separation of Ownership and Control

The modern company's central fact (Berle-and-Means's name): the dispersed shareholders' passive capital against the management's active control — the agency problem (the directors as the shareholders' agents-with-interests-of-their-own) and the law's answers (the duties of 1.9–1.17; the disclosure of 1.8; the market's discipline — Securities Law's faces (LAW5409, Semester 5)). The concentrated-ownership counter-model (the family-and-promoter company — Nepal's own dominant form: the founders' control through the block shareholding) — a different agency problem: the controlling shareholder vs the minority (Unit 4's world).