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.