A Corporate Government

Is American democracy starting to look more like corporate governance? In this episode we unpack the ways in which the language and logic of the boardroom are reshaping our political system to understand what happens when citizens are treated like shareholders and politicians act more like CEOs. Legal scholars Sarah Haan (Brooklyn Law School), Sergio Alberto Gramitto Ricci (Hofstra Law School), and Christina Sautter (SMU Dedman School of Law) explore the tangled history and present-day stakes of shareholder participation, corporate power, and regulatory capture. Join us as we trace how corporate governance evolved from a participatory ideal to a system that actively discourages engagement, especially when women became the dominant shareholder class. Together, we explore Prof. Ricci’s ‘Vitruvian Shareholder’ and ‘Total Governance’ frameworks, Prof. Sautter’s deep dive into corporate law’s origins in 19th-century New Jersey, and Prof. Haan’s compelling argument that corporate democracy is shaping political authoritarianism in real time. Tune in for a timely conversation on the hidden mechanics of power and the future of democratic participation in corporations and beyond!

Key Points From This Episode:

• How corporations shape our lives, even if we don’t play the stock market.
• Corporations as participatory systems: should we all be engaging?
• 'The Vitruvian Shareholder’ and balancing profit with values.
• ‘Total Governance’ and why shareholder activism is possible (and necessary).
• Shareholder passivity: how it evolved and why it matters.
• How corporate meetings have been designed to discourage participation.
• Gender, power, and the architecture of apathy.
• From robber barons to Delaware: the origins of regulatory capture.
• History repeating itself: how today’s shareholder laws mirror 1900s politics.
• Reasons that shareholder apathy is becoming increasingly inexcusable.
• How corporate power dynamics spill over into other spheres of civic life.
• The real model for authoritarian elections: corporate America.
• Insight into the dangers of modeling political democracy on corporate rule.
• What is so misleading about the term “shareholder democracy”.
• Founding the Center for Retail Investors & Corporate Inclusion.

Links Mentioned in Today’s Episode:

Sarah Haan

Sergio Alberto Gramitto Ricci

Christina Sautter

Sarah Haan on LinkedIn

Sarah Haan on X

Sergio Alberto Gramitto Ricci on LinkedIn

Sergio Alberto Gramitto Ricci on X

Christina Sautter on LinkedIn

Christina Sautter on X

‘Archeology, Language, and Nature of Business Corporations’

‘The Vitruvian Shareholder’

‘The Pathology of Passivity: Shareholder Passivity as a False Narrative in Corporate Law, in Hidden Fallacies in Corporate Law and Financial Regulation’

Absentee Ownership