Democratizing the Corporation: The Bicameral Firm and Beyond
Edited by Isabelle Ferreras, Tom Malleson, and Joel Rogers

At a moment when political democracy is under siege, this volume in Verso’s Real Utopias Project (fully ten volumes edited by the late Erik Olin Wright and Tom Malleson) features a not-yet-real way toward economic democracy. The concept, developed by Isabelle Ferreras: the world’s largest corporations should shift to a bicameral governance model. Under economic bicameralism, a second chamber, responsive to labor, would be an equal partner to the capital chamber (i.e., Board of Directors) that singularly governs most large companies.

The volume, edited by Isabelle Ferreras, Tom Malleson, and Joel Rogers, expands on a special issue in the journal Politics & Society and is structured as a symposium. Ferreras, a Belgian political scientist and sociologist, begins by describing her proposal for the bicameral firm. Response essays follow featuring scholars from a range of academic disciplines as well as practitioner voices grouped into four thematic sections. The volume concludes with a response by Ferreras. Notably, though the responses are epistemologically and disciplinarily diverse, the proposal focuses on environments where institutions of political democracy are already well developed; as such, voices of color from the Global South receive limited attention.

Nonetheless, Ferreras’ argument, in brief, is elegant, simple, and timely. If one subscribes to American political theorist Robert Dahl’s[1] view that political democracy cannot be sustained without a corollary economic democracy, and if one is searching for pathways to realize economic democracy, why not look to the pathways that were taken to realize political democracy? Many countries shifted incrementally from undemocratic political institutions to democratic ones, supplementing a uni/mono-cameral legislature (the United Kingdom’s House of Lords) with a second, democratic house of the people (the House of Commons). Why not take the same approach with firms, which are today dominated by the monolithic structure of an authoritarian, undemocratic Board of Directors controlled by capital investors? Ferreras envisions bicameralism as a temporary “bridge” to a world of firms ultimately controlled by “labor investors,” that is, workers who invest their time and expertise in the firm. This transitory path has ostensibly occurred with political democracy: in 2025, for example, the United Kingdom’s House of Lords finally appears set to abolish hereditary seats, completing a long political transition.

Ferreras envisions bicameralism as a temporary “bridge” to a world of firms ultimately controlled by “labor investors” …

To be clear, Ferreras does not view economic bicameralism as necessarily or always superior to existing pathways to realizing economic democracy, such as worker cooperatives, majority labor-owned employee stock ownership plans/employee ownership trusts, and co-determination models. Rather, it is yet another bridge toward a world where such firms are not the aberration, but the norm. Though economic bicameralism faces some legal obstacles (e.g., shareholder primacy), particularly in the United States, it is also a bridge with some precedent even here, as chapters by Lenore Palladino and Carly Knight remind us.

Ferreras’ responders are best when focusing on the merits of the proposal and practicalities of implementing it. Particularly strong are all three chapters in Section IV (“Nuts and Bolts of Economic Bicameralism”), though this may reflect my own concern with nuts and bolts. Max Krahé’s Section IV chapter, which seems focused on finance, is really about the collective action game-theoretic problem involved in moving to economic bicameralism. Barring government mandates to adopt it, which Ferreras does call for, any firm(s) moving to this “high road” model will face pressures to abandon it, as investor-controlled unicameral firms undercut it, in part due to the dynamics of the globally footloose financial system which Krahé examines (the subject of another Real Utopias volume). Thomas Ferretti and Axel Gosseries’ outstanding chapter, perhaps the best of the volume, conceptually evaluates whether economic bicameralism is superior to existing organizational models, such as worker cooperatives and co-determination. After developing a normative framework centering constraints on negative freedoms rooted in political theory, they find that economic bicameralism will yield less benefit at greater economic and political cost.

In a further contribution to Section IV, Simon Pek, constructively applies lessons from the organizational blueprints of worker cooperatives, multi-stakeholder cooperatives, and union cooperatives to improve the details Ferreras’ bicameralism. Pek reminds us, particularly when discussing multi-stakeholder cooperatives, there are further models as contenders. These include ones that give other interests, such as communities and the environment, a seat at the table, in what he and Robert Freeland (in a Section III chapter) might call a tricameral model.

Finally, Sanjay Pinto’s Section V chapter on race reminds that any attempt to implement bicameralism must address the divisions posed by race, particularly in the United States, which have presented unique challenges in developing economically democratic alternatives. This point has proven central in my own work[2] and is key to understanding cooperatives’ challenges, especially in the United States.

Though these highlighted chapters address distinct aspects of bicameralism, they are linked in addressing a key question which has lingered in my mind since I first learned of Ferreras’ provocative and brilliant proposal: is this the best path forward, and if it is, what conditions are needed to get there? My own view is heavily informed by another strain of political thought strangely absent in the volume: pluralism. If the economic chorus is to sing without an upper-class accent, to borrow from American political scientist Elmer Schattschneider, and to represent diverse interests, two points follow.

First, a tri- or multicameral firm, as suggested by Pek and Freeland, seems arguably more effective than bicameralism for many reasons, not the least of which, as Pek notes, is evidence suggesting worker-controlled firms do not necessarily always act in the best interest of other stakeholders, including communities and the planet. Ferreras’ response is to include them in a consultative way, or to task governments with securing their interests. I find this response insufficient for several reasons, but the most pragmatic one (central to any discussion of real utopias) involves the legacy-related realities of the wealthy who control firms today. Though smaller firm owners might care enough about their host communities to sell to local employees (as Christopher Mackin observes in his chapter), this legacy-establishing incentive is likely eroded in large, multinational firms located across many physical communities. In such large and far-flung firms, if there is a singular or small group of controlling owners, they might be more inclined to sell the firm to advance broader legacy causes rather than to workers: witness the recent sale of enormous Patagonia, where the chief beneficiary of the sale is the planet. This is arguably the largest of what is, nonetheless, a growing group of firm ownership transitions involving what Henry Hansmann and Steen Thomsen have elsewhere called “virtual ownership.”[3] These firm ownership transitions include other established and emerging models, such as industrial foundations (long common in Northern Europe) and perpetual purpose trusts (a recent U.S. development), which secure firm ownership for other beneficiaries. Some do not necessarily involve alternative forms, but rather alternative share structures, that is, the golden share model, in which a company issues a special class of shares with veto powers to protect the company’s mission or social purpose. This, in turn, is a variant of the dual-class or multi-class shareholder model, which is yet another widespread model in use today: publicly traded companies in the United States employ this model to separate economic participation (via one shareholder class) from firm governance (via other shareholder classes). Labor, as well as other types of stakeholders, could deploy variations of this model, as another option.

This leads to my second quibble with the volume’s inattention to alternatives to bicameralism: not only are multiple types of beneficiaries procuring well-deserved seats at firm tables, but they are also utilizing a plurality of models and shareholding forms, such as those I list above, most of which are strangely absent or rarely mentioned in the volume. There are many non-investor, non-state-owned models, some of which I list above, that are creating real utopias right now, with workers as one important choral voice. We know little empirically about how these models comparatively stack up. Nonetheless, I see no reason for Ferreras’ vision of economic bicameralism not to join the heavenly chorus of institutional experiments as a contender. And to move forward, a point Ewan McGaughey’s chapter makes, we must develop capacity for such experimentation and accept that varying contexts may be variably suited for mixes of different social and solidarity economy organizational models, including bicameral ones.

[A] tri- or multicameral firm . . . seems arguably more effective than bicameralism . . . [since] worker-controlled firms do not necessarily always act in the best interest of other stakeholders, including communities and the planet.

To the question of how we get there from here, a point underdeveloped in the book: despite Senator Elizabeth Warren’s Accountable Capitalism Act to put workers on boards, such proposals are, for the foreseeable future, dead on political arrival, particularly in the North. What does the political path forward look like? Well-worn theories of political opportunity structure in sociology and three-streams policy change in political science provide clues. It will take sustained cross-class, multiracial, transnational organizing over decades, with effective and elegant framing, which resonates with large groups of these populations in explaining how this model solves a problem. It will take a political entrepreneur to create or convert a large firm as an exemplar. It will then finally take a shift in political conditions, likely a crisis, to open a window in which all these sustained efforts of organizing and implementation can be brought to fruition, with a sufficiently developed policy plan to shepherd through a legislature. In as much as Ferreras and her responders have helped advance these technical details and moved us toward a more-resonant framing, this volume has done advocates for economic democracy a great service.

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Notes
1. See: Robert A. Dahl, A Preface to Economic Democracy (Berkeley: University of California Press, 1986).
2. This issue has come up in three of my works: Jason Spicer, “Cooperative Enterprise at Scale: Comparative Capitalisms and the Political Economy of Ownership,” Socio-Economic Review 20 (2022): 1173-209. Jason Spicer, Co-Operative Enterprise in Comparative Perspective: Exceptionally Un-American? (Oxford: Oxford University Press, 2024). Jason Spicer, “Worker and Community Ownership as an Economic Development Strategy: Innovative Rebirth or Tired Retread of a Failed Idea? Economic Development Quarterly 34 (2020): 325-42.
3. As discussed in: Henry Hansmann and Steen Thomsen, “The Governance of Foundation-Owned Firms,” Journal of Legal Analysis 13 (2021): 172-230. See also: Jason Spicer and Christa Lee-Chuvala, “Ownership and Mission Drift in Alternative Enterprises: The Case of a Social Banking Network,” Research in the Sociology of Organizations 72 (2021): 257-91.

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Author Biography
Jason Spicer is an assistant professor at the City University of New York at both the Marxe School of Public and International Affairs at Baruch College and at the Graduate Center in the Social Welfare PhD program. He primarily studies alternative economic models which can lead to a more sustainable and equitable world.