Over 70 years ago, Berle and Means described the problems that arise because of the separation of ownership and control in widely-held U.S. companies. These companies are owned by dispersed public shareholders, but controlled by their managers who have substantial discretion under state corporate law.  My lecture will focus on how managers have used their power to obtain pay arrangements that do not serve shareholders’ interests.  I will also discuss and evaluate the various efforts made by shareholders and the federal government to address this problem.