Herbert Spencer (1820–1903) wrote on the emergence of railroad corporations and corporate governance matters. Since Spencer is typically considered a staunch libertarian, the fact that he expressed some criticisms over the emergent corporate capitalism might surprise many. But what Spencer did was mainly identifying the so-called “agency problem,” which he considered very much worth addressing, especially in a market economy. Writing on the “railway mania,” Spencer was appalled by fraudulent schemes. But he did not consider them an inevitable feature of the capitalist economy. He focused on the institutional dimension of conflict of interests within the then-emerging corporation, and suggested to uphold freedom of contract in its strictest meaning, as to offset those. Spencer’s theory may be seen as a pure freedom of contract answer to agency problems, that stands in striking contrast with theories – such as Adolf Berle and Gardiner Means’s – that stresses the need for a technocratic solution, to make corporate capitalism viable in society.