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With the rise of managerial capitalism, the utility function of managers has undergone some changes compared to that theorized by the economic doctrine and detectable in profit maximization. Later theories, such as those of Marris, Baumol, Williamson, linked to the development of managerial capitalism have emphasized that the management function is polymorphous and multi-oriented and the goals of top management are not always aligned with those of the owners. In recent years, the claim of the equity-management has allowed not only the return of shareholders in corporate governance, but also the affirmation of maximizing the market value of company shares as a new target of managers. In this view, the interests of managers are converging with those of the ownerinvestors; the capital and the maximization of profit are the centre of attention and value of company shares in a short period. This gives rise to a degenerative phenomenon of the entrepreneurial paradigm represented by irresponsible operations in finance exclusively linked to short-term and not to the values and expectations of corporate stakeholders. The action of the managers, according to the principal-agent theory generates a strong conflict in relationships with stakeholder groups that are rarely considered in spite of the maximization of the interests of shareholders. This contribution, in light of the above considerations, aims to analyze the utility function of managers in the modern capitalist system, in order to identify a theoretical reference model based on alternative motivations with respect to the source of the social phenomenon of irresponsibility or forms of insincere social responsibility that mask the real objective of maximizing profit. The analysis within large corporations, starting with the conceptualization of the principal-agent theory can be used to analyze not only the theoretical model of reference for the corporate governance, but also to understand which factors have led to inefficiency and which are the ones that represent the indispensable basis. We conclude by saying that the managerial utility function should not disregard from the strategy of sincere social responsibility, from the perspective of evaluating business strategies of mediumlong term, from the achievement of a congruous profit and from the satisfaction of corporate stakeholders needs in different levels.

The corporate governance of financial-stock management: Utility function, motivation and management culture