BUFFALO, N.Y. -- It's not unusual for a law professor to write a
book about corporate law, but it is unusual that such a book would
be so well received by social scientists and legal scholars
This is the case with "Between Citizen and State: An
Introduction to the Corporation" by David A. Westbrook, the Floyd
H. and Hilda L. Hurst Faculty Scholar and Professor of Law in the
University at Buffalo Law School. The book is available in
paperback this month from Paradigm Publishers.
Westbrook's work is a departure from traditional corporate law
books, which typically use statutes, cases and other texts to
present the law as an object, if sometimes a tool of "policy."
Westbrook instead focuses on how corporation law presumes and
creates a very familiar, yet somewhat mysterious, social
In Westbrook's view, the corporation can be seen as theater, as
a play with three main characters -- stockholders, directors and
managers -- who act out traditional corporate roles, each with
their own set of complementary and conflicting motivations, goals
and powers. From this perspective, Westbrook provides a unique and
accessible account of how corporations are governed and a way to
understand what corporate law means for society-at-large.
"Shenanigans at Enron, Adelphia, Worldcom and numerous other
companies illustrate that while people do interesting and often
funny things inside their companies, their actions are rarely truly
surprising," Westbrook writes. "Corporate actors have typical
motivations and conflicts, and their conflicts tend to be solved in
It is these interactions and customs, as described by Westbrook,
that have stirred the interest of sociologists and anthropologists
seeking a window on the inner workings of the corporation. Columbia
University sociologist Saskia Sassen, for example, writes:
"Westbrook makes visible the diverse logics that organize actors in
the corporation, where we might assume one single such logic."
Westbrook explains, "I wrote the book primarily for law
students, so I've been delighted, and a little surprised, at the
enthusiastic reception the book has received from social
scientists. I think it is useful for them because they begin to see
the corporation as dynamically composed of many parts instead of a
single, monolithic entity. This gives them a much-more-detailed
view of the actors within the corporation and an understanding of
their roles in relation to one another."
Sociologist Charles Lemert, in a foreword to Westbrook's book,
praises Westbrook for helping to define the "mystery" of what
exists "between" an abstract social structure, like the institution
of the corporation, and people's often deeply felt understanding or
imagining of their own lives in a society in which corporations
play such vital roles.
According to Westbrook, corporate law -- and law in general --
is a "pathway through which the social becomes personal." From this
perspective, the corporation is neither the villain depicted by the
political left nor the hero depicted by the political right.
Westbrook is careful not to inject ideology or policy into his
account of the corporation.
"Unless one is a revolutionary or simply a yes-man, it's a bit
foolish to cheerlead for one side or the other of a social
institution in the abstract," he says. "What we're really talking
about with the institution of the corporation in general -- as
opposed to some particular corporation -- is a set of imbedded, and
often conflicting, cultural commitments that span our society," he
"The purpose of this book is not to preach my political view on
particular issues. Instead, I'm trying to present the ideas
surrounding the corporation, at least as taught to lawyers, maybe
with a wry smile. I want to let people decide for themselves how
they feel about how the social commitments reflected in our laws
are likely to work out, which is not unconnected to how they feel
about what is, after all, their own society."
Although the book is intended primarily for law students as a
coherent account of corporation law, a "forest for the trees"
overview, Westbrook says anyone with an interest in the corporation
would benefit from the book's approach. "Corporation law is not
nearly as difficult as lawyers like to think it is," he says.
"Corporation law tells stories, or presents plays, that people
actually live through in their economic lives. What the book tries
to do is make those characters and their plots accessible. If you
understand the plays, then you understand some important things
about how our society gets constructed, which after all is what the
social sciences are all about."
The University at Buffalo is a premier research-intensive
public university, a flagship institution in the State University
of New York system that is its largest and most comprehensive
campus. UB's more than 28,000 students pursue their academic
interests through more than 300 undergraduate, graduate and
professional degree programs. Founded in 1846, the University at
Buffalo is a member of the Association of American