Public Corporation as Private Constitution Convegno “ Le Societa per Azioni Nel Mercato Globale: Evoluzione dei Modelli” Prof. Alan Palmiter Wake Forest.

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Presentation transcript:

Public Corporation as Private Constitution Convegno “ Le Societa per Azioni Nel Mercato Globale: Evoluzione dei Modelli” Prof. Alan Palmiter Wake Forest University Winston-Salem, North Carolina March 17, 2008

North Carolina

Public corporation as private constitution

Sir William BlackstoneDoge Leonardo Loredano “It may be that universal history is the history of a handful of metaphors.” Jorge Luis Borges "The Fearful Sphere of Pascal” (1962)

“Vision without action is a daydream. Action without vision is a nightmare.” Japanese proverb

Organizational hierarchies

Family Member Tribe Member Leader

Members Law-making body Law-making body Executive delegates elect Agents Principals Specialized Hierarchies

US Constitution …

Shareholders We the People Government Corporation Congress Board of directors President (bureaucracy) Officers (bureaucracy) Judiciary Supreme Court Electoral college

US Corporation …

Shareholders We the People Government Corporation Congress Board of directors President (bureaucracy) Officers (bureaucracy) Judiciary Supreme Court Proxy voting (institutional investors)

Compare and contrast … 

“Most important problems facing United Sates” GovernmentCorporation 1 Iraq 2 Economy / jobs 3 Health care 4 Immigration 5 Fix government 6 Energy 7 Terrorism 8 Education 9 Ethics / family 10 Environment Gallup (2008)

Shareholders We the People Government Corporation Congress Board of directors President (bureaucracy) Officers (bureaucracy) Judiciary Supreme Court Proxy voting (institutional investors) Electoral college

Shareholders We the People Government Corporation Congress Board of directors President (bureaucracy) Officers (bureaucracy) Judiciary Supreme Court Proxy voting (institutional investors) Electoral college ConstitutionCorporation

Albert O. Hirschman, Exit, Voice, and Loyalty: Responses to Decline in Firms, Organizations, and States (1970) Exit Voice Loyalty

Shareholders We the People Government Corporation Congress Board of directors President (bureaucracy) Officers (bureaucracy) Judiciary Supreme Court Proxy voting (institutional investors) Electoral college Voice

Shareholders We the People Government Corporation Congress Board of directors President (bureaucracy) Officers (bureaucracy) Judiciary Supreme Court Proxy voting (institutional investors) Electoral college Loyalty

Shareholders We the People Government Corporation Congress Board of directors President (bureaucracy) Officers (bureaucracy) Judiciary Supreme Court Proxy voting (institutional investors) Electoral college Exit

The end