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 Blackstone
Doge 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
Tribe
Member
Leader
Member
Member
Member
Member
Member
Member
Member
Member
Member
Member
Member
Specialized
Hierarchies
Members
Principals
elect
Law-making
body
delegates
Executive
Agents
US Constitution …
We the People
Shareholders
Electoral
college
Congress
Board of
directors
President
Officers
(bureaucracy)
Government
(bureaucracy)
Corporation
US Corporation …
We the People
Shareholders
Proxy voting
(institutional investors)
Congress
Board of
directors
President
Officers
(bureaucracy)
Government
(bureaucracy)
Corporation
Compare and contrast …

“Most important problems facing United Sates”
Government
Corporation
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)
We the People
Electoral
college
Shareholders
Proxy voting
(institutional investors)
Congress
Board of
directors
President
Officers
(bureaucracy)
(bureaucracy)
Government
Corporation
We the People
Electoral
college
Shareholders
Proxy voting
(institutional investors)
Congress
Board of
directors
President
Officers
(bureaucracy)
(bureaucracy)
Government
Corporation
Exit
Voice
Loyalty
Albert O. Hirschman,
Exit, Voice, and Loyalty:
Responses to Decline in Firms,
Organizations, and States
(1970)
We the People
Electoral
college
Shareholders
Proxy voting
(institutional investors)
Voice
Congress
Board of
directors
President
Officers
(bureaucracy)
(bureaucracy)
Government
Corporation
We the People
Electoral
college
Shareholders
Proxy voting
(institutional investors)
Loyalty
Congress
Board of
directors
President
Officers
(bureaucracy)
(bureaucracy)
Government
Corporation
We the People
Electoral
college
Shareholders
Proxy voting
(institutional investors)
Exit
Congress
Board of
directors
President
Officers
(bureaucracy)
(bureaucracy)
Government
Corporation
The end