ABSTRACT

This chapter describes unconventional corporate politics which tend toward a conspiratorial coup, exemplified by General Motors' ouster to its CEO. Remedies for abuse and misuse of power must be sought within the legal frameworks governing corporate procedures. The dramatic events revealed that governing large corporations was a deadly serious game among company leaders playing political poker for big stakes. In an ideal rational-legal corporation, all participants always completely agree on both the ends and means for accomplishing some task. The law treated a corporation as a "legal fiction" whose special privileges and powers were strictly limited to the explicit rights and obligations stated in its charter of incorporation. The corporation was legally reconceptualized as a "corporate personality" arising from natural contractual relations among private individuals. As a legal fiction, the corporation became merely an abstract arena or marketplace within which all participants pursue their divergent interests.