The following post comes to us from Tom C.W. Lin, Associate
Professor of Law at Temple University Beasley School of Law, and is
based on his recent article entitled "CEOs and
Presidents," 47 UC Davis Law Review 1351 (2014). A full
version of the paper can be found here.
Chief executives run the world. CEOs manage companies that touch
every corner and curve of the earth. Presidents execute policies
that affect people and populations across the globe. Together, CEOs
and presidents form a double helix of executive power at the core
of modern law and society.
My new article in the UC Davis Law Review, CEOs and Presidents, is about that
power, and a paradigm of that power: the President as CEO. The
article deciphers this longstanding paradigm and offers a new and
better understanding of executive power in law, business, and
politics. The article comparatively examines CEOs and presidents,
the theoretical ties that bind them in the popular imagination of
law and society, and the practical truths that sever their bonds in
the real world of politics and business. It argues that this
overused but understudied paradigm of law and society illuminates
these two chief executives, but also obscures and distorts them
with dangerous consequences.
The article is divided into five parts. Part I lays the
foundation. It utilizes the construct of the President as CEO as a
starting point. Part I revisits traditional understandings of the
corporate democracy narrative that attempt to analogize the
corporation to the state and the CEO to the President. It then
presents a normative and historical analysis that complicates the
conventional view of voters preferring executives as presidents to
further ground this exploration of presidents and CEOs.
Part II builds on that foundation with a critical study of
similarities. It examines parallel promises and perils shared by
presidents and CEOs. Drawing from constitutional law, corporate
law, and organizational theory, it explains how promises of unity,
accountability, and effectiveness can converge with perils of
capture, deference, overconfidence, and aggrandizement.
Part III moves from similarities to contrasts. It highlights
distinct differences between presidents and CEOs across three
common axes demarcated by constitutional law and corporate law:
elections, objectives, and constituents. Through juxtapositions of
these differences, Part III reveals that the popular narrative of
the President as CEO distorts and obscures deeper, more complicated
truths about the power and governance of each chief executive.
Part IV advances the movement towards contrasts. It argues
against popular tendencies in law and society to conflate CEOs and
presidents, to import democratic principles to corporations, and to
export corporate principles to democratic institutions. In doing
so, Part IV explains the harms of democratizing American
corporations and the harms of corporatizing American democracy.
Part V returns to common ground. Building on the studies of
symmetries and asymmetries of the preceding parts, Part V comments
on the mutually instructive intersection shared by presidents and
CEOs. To illustrate the intellectual richness of this junction, it
offers two lessons as examples: a lesson in collaboration that
presidents can learn from CEOs and a lesson in legacy that CEOs can
learn from presidents.
The article closes with a brief conclusion. It reminds that
these chief executives are distinct principals of power, and thus,
should be understood distinctly. And it renews, with hope, the call
for further, comparative legal studies of those who lead and govern
in business and government as a means to better serve those who are
led and governed - we the people.
Via The CLS Blue Sky Blog