ONE of the themes of The Modern Corporation and Private Property is that managers use the machinery of voting to seize control of corporations. Managers name the slates of candidates and control the agents who cast proxy ballots. Shareholders are apathetic in the best of times because it is so unlikely that their votes would make a difference, but managers' domination of the proxy machinery is the coup de grace. "The proxy machinery has thus become one of the principal instruments not by which a stockholder exercises power over management of the enterprise, but by which his power is separated from him."' Hundreds of people, writing in what they take to be the Berle and Means tradition, have argued that the machinery of voting must be reformed so that the firm's "owners" may reclaim "power over management." They call for managers to disclose fully their own interests and the status of the firm at the time of solicitation; for corporations to give shareholders free access to the proxy machinery so that shareholders may make their own proposals; for corporate boards to establish nominating committees of directors unaffiliated with management, and for these committees to control access by both managers and shareholders at large to the election machinery. Other proposals call for shareholders to make more decisions themselves, including selection of the firm's accountants, and for legal restrictions on the ability of directors to spend firms' funds campaigning for reelection. Implementation of these proposals, it is said,