Lawrence Zacharias

Managers Vs. Owners the Struggle for Corporate Control in American Democracy

This book deals with a subject of profound importance to understanding the place of the modern corporation in a democratic society. This is the inherent conflicts between the interest of corporate owners (the shareholders), the interest of the larger society, and the interest of the managers who run the corporations. Managers have created a shared professional ideology that is designed to preserve their autonomy. To protect itself from unbridled corporate power, government has enacted a myriad regulations to check this power. The book describes how, in different eras the balance between corporate power and government regulation has changed with the interests of society as a whole. The authors conclude by looking at the impact of collective investor action--especially institutional investors--on the efforts by managers to preserve their autonomy.

The Narrative Impulse in Judicial Opinions

Abstract This essay examines the backdrop for the Supreme Court’s expansive reading of the Fourth Amendment in Katz v. United States, namely, “The right of the people to be secure in their persons … against unreasonable searches … shall not be violated.” Katz, and perhaps more significantly its precursor, Olmstead v. United States, reflected not only a doctrinal move toward restricting government surveillance, but also a confluence of two approaches to judicial writing on the subject. The first was the traditional conceptual approach that law schools have long promoted; it consists of textual analysis that enables judges to designate the bright lines for shaping citizens’ and public officials’ conduct. The second was a narrative approach buried beneath the surface of the opinions; it consists of stories, some real, others projected, that enable judges to introduce long-standing social norms into their decision-making process. The narratives that Justices Holmes and Brandeis introduced in their respective dissenting opinions in Olmstead were reconfigurations of the “surveillance tragedy,” a narrative that antedated the framing of the Bill of Rights. In its most refined form, namely William Shakespeare’s Hamlet, the surveillance tragedy encompassed a range of themes, such as government excess, intrusions into citizens’ privacy with resulting paranoia, paralysis or psychological imprisonment, loss of citizen autonomy sufficient for a robust democracy, and ultimately the full-blown corruption and destruction of the state. This essay elaborates the surveillance tragedy more systematically, in part by giving critical attention to Hamlet itself, but also by showing how this narrative fleshes out much of what the conceptual dialogue of the Fourth Amendment omits.

Managers United for Corporate Rivalry: A History of Managerial Collective Action

Students of American corporate political behavior have long asked whether or not the corporate sector acts collectively to influence the public policy process. Corporate concentration of wealth in the late nineteenth century first suggested particular business interests enjoyed a privileged political position. After World War II American pluralists, while conceding that economic concentration posed a threat to democracy, noted that economic concentration could not be translated into political privilege without a high degree of corporate political unity. In this respect, they reasoned that big business was unlikely to engage in collective action because of the divisive nature of economic competition. For a long while, this optimism about the markets policing powers assuaged most fears of corporate political domination, even though several scholars offered contrary evidence. The recent corporate political mobilization, however, has renewed the debate on corporate political unity.

The Economic Structure of Corporate Law

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