A Distillation of Samuel T. Francis’ Major Themes
I. Introduction: Burnham’s Ghost
Samuel T. Francis completed Leviathan and Its Enemies in 1995, though it would not appear in print until 2016, a decade after his death. The delay was partly a consequence of its intellectual unruliness: the book is at once a work of political sociology, a revision of mid-century elite theory, a diagnosis of American decline, and a manifesto for a politics that had not yet found its name. Running to more than five hundred pages and drawing on Burnham, Pareto, Mosca, Michels, Max Weber, Ortega y Gasset, and a dense apparatus of social-science scholarship, it represents Francis’s most sustained and serious intellectual effort—and one of the most searching analyses of modern American power ever written from the political right.
The book’s organizing thesis is a revision of James Burnham’s 1941 work The Managerial Revolution. Burnham had argued that across the industrialized world—liberal-democratic, fascist, and communist alike—a new ruling class was displacing both the traditional bourgeoisie and the proletariat. This new class consisted not of property owners nor of workers, but of managers: the technically trained specialists who actually operated the vast bureaucratic and organizational apparatus of modern society. Burnham predicted the triumph of managerialism everywhere and regarded totalitarianism as its most mature expression. Francis accepts the framework but amends it substantially. He argues that Burnham failed to adequately account for the peculiar conditions of societies where mass democracy and consumer capitalism were already entrenched before the managerial revolution began. In those societies—principally the United States and Western Europe—managerialism assumed not a coercive but a manipulative form. This distinction, between what Francis calls "hard" and "soft" managerial regimes, is the pivot on which the entire analysis turns.
The book’s scope is ambitious: it traces the origins of managerial society in the late nineteenth-century transformation of scale and organization; describes the structure, ideology, and internal dynamics of the managerial elite; analyzes the ideological function of liberalism as managerialism’s justifying creed; examines the various forms of resistance that have challenged managerial dominance; and concludes with a speculative account of the vulnerabilities of the soft managerial regime and the conditions under which it might be successfully challenged. The title names both the antagonist and the drama: Leviathan—the monstrous, all-absorbing state of bureaucratic mass organization—and its enemies, the forces, not yet victorious, that oppose it.
II. The Revolution of Mass and Scale
Francis begins from a structural premise: the managerial revolution was not a conspiracy or an ideological plot but a response to a profound material transformation. Beginning in the latter half of the nineteenth century, Western industrial societies underwent what Francis calls a "revolution of mass and scale." Population exploded. Economic transactions multiplied in volume and complexity. The basic units of social and economic life—the firm, the farm, the community—grew beyond the capacity of individuals or families to own and manage. The result was the emergence of mass organizations: the large corporation, the federal bureaucracy, the mass university, the national labor union, the mass media conglomerate. These organizations required a new kind of human being to operate them: not the independent proprietor who owned what he managed, but the trained specialist who managed what others nominally owned.
This transformation was at once economic, organizational, and cultural. The revolution of mass and scale did not merely produce larger businesses; it produced new relationships between human beings and institutions. The old bourgeois order had rested on relatively small-scale, personally owned, and locally managed institutions—the family farm, the proprietorship, the small-town bank, the local newspaper, the congregation. These institutions were embedded in particular communities and expressed the values and interests of specific social groups. The revolution of mass and scale dissolved or subordinated these structures. National corporations displaced local firms. Federal agencies absorbed or overrode local governments. National media replaced local newspapers. The physical infrastructure of bourgeois community—the web of personal ownership, local governance, and particular cultural forms—was progressively dismantled.
This is the material foundation of Francis’s entire argument. The managerial revolution was not primarily a political coup or an ideological victory; it was the social consequence of organizational necessity. Mass organizations require managers, and managers, once they have accumulated sufficient organizational power, become a class with interests, values, and an ideology of their own.
III. The Managerial Elite: Structure and Dominance
Drawing heavily on the classical elite theorists—Mosca, Pareto, and Michels—Francis argues that every society is in practice governed by a minority. The relevant question is never whether an elite exists but what kind of elite it is, where it comes from, what holds it together, and how it exercises power. The managerial elite in the United States is defined not by ownership of property but by control of the large-scale bureaucratic organizations—corporate, governmental, and cultural—that dominate modern life. Its members are drawn from the technically and professionally credentialed: economists, lawyers, academics, journalists, administrators, public-relations specialists, social workers, policy analysts. What unites them is not family, locality, or traditional hierarchy but shared educational formation, shared institutional location, and a shared interest in the expansion of the organizations through which they derive their power and income.
Francis carefully distinguishes between the managerial elite’s unity and its diversity. Critics of elite theory often argue that no unified ruling class exists in pluralist democracies because different groups compete and check each other. Francis acknowledges the competition but argues that beneath it lies a deeper structural unity. Corporate managers, federal bureaucrats, media proprietors, academic administrators, and the leadership of large nonprofit institutions all share a common interest in the perpetuation and expansion of mass organizations. They may disagree about policy particulars, but they share a common framework: the assumption that large-scale bureaucratic management is the appropriate mechanism for addressing social problems. This shared framework, rather than explicit coordination, constitutes their unity as a class.
The managerial elite displaced the old bourgeois elite not through revolution but through a protracted process of organizational supersession. By the end of World War II, managerially controlled mass corporations and unions had replaced individually owned firms as the dominant economic structures. The New Deal had converted the federal government from a relatively modest bourgeois state into an expansive bureaucratic apparatus. The mass media, the national universities, and the major foundations had consolidated cultural and intellectual authority in the hands of credentialed managerial professionals. The bourgeois proprietor, the independent entrepreneur, the small-town notable—these figures did not disappear overnight, but they were progressively marginalized as the organizational structures on which their authority rested shrank in scale and significance relative to the mass organizations of the managerial order.
IV. The Suicide of the Bourgeoisie
One of Francis’s most striking arguments concerns the behavior of the old bourgeois elite in the face of the managerial challenge. He argues that the bourgeoisie did not simply lose a struggle; in an important sense it cooperated in its own displacement. The old American bourgeoisie—the class of property-owning, entrepreneurial, locally rooted, and culturally conservative Americans who dominated national life before the New Deal—possessed the resources and the institutional bases to resist managerial encroachment. It failed to do so, and Francis offers an explanation rooted in the psychology and sociology of elites.
Drawing on Pareto’s theory of elite circulation, Francis argues that the bourgeois elite had entered a phase of psychological and ideological exhaustion. Pareto distinguished between elites characterized by what he called Class I residues—the capacity for innovation, manipulation, and the fabrication of legitimizing fictions—and those dominated by Class II residues—instincts of combination, force, and conserving tradition. A healthy ruling class requires both. A class that has come to rely exclusively on cunning and manipulation at the expense of the willingness to use force loses the capacity to defend itself against challenges that require genuine assertion of power. The American bourgeoisie, by the mid-twentieth century, had become precisely such a class: morally uncertain, ideologically confused, unwilling to defend its own cultural and political institutions with force or even conviction.
This exhaustion manifested itself in what Francis calls the bourgeoisie’s acceptance of the managerial elite’s ideological premises. Rather than defending bourgeois values—property rights, local community, limited government, cultural particularity—the bourgeoisie increasingly adopted the universalist, meliorist, and technocratic language of managerialism. Conservative politics in America, Francis argues, largely ceased to represent genuinely bourgeois interests by the mid-twentieth century, becoming instead a rearguard defense of selected managerial arrangements rather than a challenge to managerial premises. The failure of the bourgeois Right to mount an effective resistance to the New Deal, the administrative state, and the cultural revolution of the 1960s reflects this deep ideological capitulation.
V. Liberalism as Managerial Ideology
Among the most intellectually substantial sections of the book is Francis’s analysis of liberalism as the ideological expression of managerial class interests. He insists that ideology is not merely a set of beliefs but a functional instrument of elite power. Following Mosca’s concept of the "political formula"—the moral and intellectual justification that every ruling class constructs to legitimize its dominance—Francis argues that liberalism serves as the managerial elite’s political formula. It does not simply describe what elites believe; it rationalizes what they do and delegitimizes those who challenge them.
Francis traces liberalism’s transformation from a bourgeois creed defending individual rights, limited government, and free markets into a managerial creed advocating state expansion, social engineering, and the dissolution of traditional social bonds. Classical liberalism served the bourgeois interest in limiting aristocratic and monarchical power and in securing conditions for individual enterprise. Managerial liberalism serves the elite interest in expanding the bureaucratic apparatus through which managers acquire power and income. The shift from classical to managerial liberalism was not accidental; it reflected the class interests of the liberalism’s new social base.
Managerial liberalism performs several ideological functions essential to elite dominance. First, it provides a universalist moral vocabulary—equality, rights, progress, humanity—that transcends and discredits the particular attachments of community, ethnicity, religion, and tradition that might otherwise anchor resistance to managerial expansion. Second, it identifies social problems in ways that require bureaucratic management as the solution: poverty, racism, environmental degradation, inequality—all of these are framed as systemic issues requiring expert administration. Third, it delegitimizes alternative power bases by associating them with irrationalism, bigotry, or mere self-interest, while portraying managerial intervention as the expression of disinterested rationality and universal values.
Francis is careful to note that liberalism in this account is not a simple deception or a fabrication in which elites do not believe their own ideology. Elites typically internalize their political formulas; they genuinely believe the moral claims they make. What makes ideology functional rather than merely philosophical is that it happens to coincide with, and provide moral cover for, the material interests and power arrangements of the groups that champion it.
VI. Soft and Hard Managerialism
One of Francis’s major revisions of Burnham concerns the distinction between soft and hard forms of managerial rule. Burnham had treated Nazi Germany and Stalinist Russia as the models of mature managerial society, predicting that the United States would eventually converge toward similar arrangements. Francis argues that Burnham’s prediction was wrong and that the reason for its failure illuminates something fundamental about the dynamics of power in mass democracies.
In societies like Nazi Germany and the Soviet Union, managerial elites rose to dominance in conditions where mass participation in politics, economics, and culture was not yet established. They could therefore seize power directly and openly, relying on coercion and terror to establish control. In the United States and Western Europe, however, mass democracy and consumer capitalism were already deeply entrenched when the managerial revolution began. Overt coercion was not available as a primary tool of domination. Instead, the soft managerial elite was compelled to develop more sophisticated mechanisms of control: manipulation through mass media, co-optation of potential opponents, the redefinition of political debate within acceptable managerial parameters, and the delegitimization of dissent through ideological means.
This reliance on manipulation rather than coercion is both the distinctive feature and the fundamental vulnerability of soft managerial rule. It requires the constant production and maintenance of ideological consent. It cannot openly acknowledge its own nature as elite dominance; it must perpetually represent itself as the expression of popular will, rational administration, and universal human values. This imposes permanent constraints on the soft managerial elite that hard managerial regimes do not face. It also generates distinctive pathologies: a managerial class that has come to believe its own ideology, that has lost the capacity for self-interested calculation, and that has consequently developed a form of what Francis calls "utopianism"—the sincere belief that its own expansion represents not self-interest but historical progress.
VII. The Dynamic of Acceleration
Francis identifies a structural imperative within the soft managerial regime that he calls the "dynamic of acceleration." Because the power and income of the managerial elite depend on the size and scope of the mass organizations they control, managerial elites possess a permanent structural interest in the expansion of those organizations. Government agencies must grow. Corporate bureaucracies must expand. Universities must increase enrollment and administrative complexity. Media organizations must seek new markets and new forms of cultural authority. The internal logic of managerial power is perpetual growth.
This dynamic of acceleration means that the managerial regime cannot remain in a stable consolidating phase. Once the post-World War II consensus—what Francis characterizes as the period of "soft managerial consolidation"—began to crystallize, internal pressures within the elite generated demands for further expansion. The managerial intelligentsia, drawing on the universalist and melioristic premises of liberal ideology, began to identify new areas of social life requiring managerial intervention. The result was the cultural and political upheaval of the 1960s: the expansion of federal power into civil rights, education, social welfare, and urban development; the transformation of immigration and family law; the cultural revolution in universities, media, and entertainment.
Francis argues that the New Left of the 1960s, though it appeared to challenge the managerial establishment, was in fact the cutting edge of managerial expansion. Its adherents were overwhelmingly drawn from the managerial class itself—the children of academics, professionals, and government administrators who had been educated in the mass universities. Its demands—for expanded civil rights enforcement, administrative oversight of discrimination, federal intervention in education and housing—all required the growth of the managerial apparatus. The New Left’s radicalism was not a challenge to managerial power but an internal faction fight over the pace and direction of managerial expansion. Its apparent defeat in electoral politics was accompanied by its decisive victory in the cultural and institutional life of the universities, the media, the foundations, and the bureaucracies.
VIII. The Failure of the Old Right
Francis’s analysis of the American Right is among the most penetrating and self-critical sections of the book. He argues that the conservative movement as it existed through the 1980s represented not a genuine challenge to managerial dominance but a failed attempt to restore bourgeois arrangements that history had rendered obsolete. The Old Right—associated with figures like Robert Taft, the early William F. Buckley Jr., and the libertarian tradition—defended individual property rights, limited government, and free markets. These were genuinely bourgeois values, and their defense represented a coherent political position in the mid-twentieth century. The difficulty was that the social base of these values had largely been dissolved by the very revolution of mass and scale that had produced the managerial order.
Reagan’s 1980 election appeared to represent the triumph of the Old Right, but Francis argues that it was in fact the beginning of the Old Right’s final absorption into the managerial consensus. The Reagan administration failed to dismantle the New Deal state, reduced the power of the federal bureaucracy only at the margins, and ultimately accepted the premises of the managerial order while disputing its policy particulars. The conservative intellectuals who staffed the Reagan administration were themselves products of the managerial university, employed in managerial institutions, and dependent on managerial forms of cultural authority. They could not challenge the system because they were of it.
The deeper failure, Francis suggests, was ideological. Bourgeois conservatism defended universal principles—property rights, individual liberty, constitutional government—that were abstract and deracinated, unable to command the kind of visceral loyalty that is necessary for effective political resistance. Managerial liberalism, by contrast, was able to attach itself to the genuine grievances and identities of mass populations. Conservative appeals to principle could not match liberal appeals to identity and solidarity, even when those appeals were manufactured and manipulative. Ideology, to be politically effective, must be rooted in the lived experience and felt loyalties of real social groups; and by the 1980s, the social groups whose experience had generated classical conservative ideology had been substantially dissolved.
IX. The Post-Bourgeois Proletariat
The most politically charged and prescient section of the book concerns what Francis calls the "post-bourgeois proletariat." This is the social group that, in his analysis, represents the most plausible basis for effective resistance to the managerial regime. It consists of the non-managerial middle and working classes: the skilled and semi-skilled workers, the small business owners, the farmers, the military enlisted men, the suburban and small-town populations that are neither part of the managerial elite nor part of the traditional proletariat. These are people who work with their hands or in lower-level service jobs, who lack the advanced credentials that grant entry to the managerial class, who are subject to managerial authority in their workplaces and communities, and who are increasingly the objects of managerial cultural aggression.
Francis traces the emergence of this group as a political force through the career of George Wallace, whom he regards as the first major political figure to express its distinctive identity. Wallace’s campaigns in 1968 and 1972 were not primarily about race—Francis argues this is a liberal misreading that serves to delegitimize the movement—but about the political, economic, and cultural grievances of people who felt themselves excluded from and targeted by the managerial apparatus. Wallace’s voters were the people whose neighborhoods were the primary objects of busing and forced integration, whose jobs were threatened by the import of cheap foreign labor, whose cultural values were mocked or pathologized by the managerial intelligentsia, and whose political representatives had been captured by the managerial consensus.
The post-bourgeois proletariat is distinguished from the old bourgeoisie not only by its class position but by its psychological and cultural character. Where the bourgeois order was individualist, rational, future-oriented, and universalist, the post-bourgeois proletariat is communal, tradition-oriented, particular, and concrete. Its values are rooted not in abstract principles but in specific loyalties to family, community, religion, and nation. These characteristics, Francis argues, drawing again on Pareto, represent a prevalence of Class II residues—instincts of persistence and solidarity—that give the group both the will to resist managerial encroachment and the capacity to constitute an alternative social order if it can acquire political power.
The challenge facing the post-bourgeois resistance is precisely the difficulty of translating these social characteristics into effective political organization. Managerial society has developed sophisticated mechanisms for neutralizing such movements: co-optation of their leaders, ideological delegitimization of their values as racist or reactionary, absorption of their economic grievances into managerial programs that address symptoms while perpetuating structures. The fate of the Reaganite right illustrated the dynamics of managerial co-optation: a movement that arose from genuine anti-managerial impulses was gradually absorbed into the managerial consensus, with its economic rhetoric stripped of structural critique and its cultural conservatism contained within acceptable limits.
X. The Vulnerabilities of the Managerial Regime
The final chapters of the book turn to an analysis of the soft managerial regime’s structural vulnerabilities and the conditions under which it might be successfully challenged. Francis identifies several interconnected sources of instability.
First, the dynamic of acceleration generates contradictions that cannot be permanently managed. The perpetual expansion of managerial organizations requires increasing resources—taxes, debt, regulatory authority—that impose mounting costs on the non-managerial population. The soft managerial regime depends on the voluntary compliance of a mass population that must perceive the system as legitimate; as its costs rise and its benefits are increasingly concentrated among the credentialed elite, this legitimacy is eroded. The regime’s universalist ideology promises equality and inclusion but delivers inequality and exclusion; and as this contradiction becomes more apparent, the ideological mechanisms of consent weaken.
Second, the soft managerial elite, as it consolidates its power and internalizes its own ideology, undergoes what Francis, following Pareto, describes as a "circulation of residues." The characteristics that originally distinguished the elite—technical competence, organizational skill, the capacity for strategic innovation—are gradually displaced by Class I residues: the dominance of manipulation, abstraction, and ideological fervor over practical effectiveness. An elite that has ceased to believe in anything but its own moral superiority, and that has lost the willingness or capacity to defend its institutions by force, becomes vulnerable to challenges that it can neither co-opt nor intellectually defeat.
Third, the globalist dimension of managerial consolidation—the transfer of economic and political authority to transnational institutions and the deliberate dissolution of national borders and national identities—generates resistance that the ideology of universal progress cannot permanently contain. The nation, the community, the ethnic group, and the religious tradition are not mere prejudices to be overcome by enlightened management; they represent deep structural features of human social life whose suppression generates conflict and resentment that periodically erupt in forms the managerial apparatus cannot easily handle.
Fourth, and perhaps most speculatively, Francis suggests that the managerial regime may be undermined by its own cultural production. In seeking to dissolve the bourgeois moral and cultural order that preceded it—the disciplines of work, thrift, family, religious obligation, and deferred gratification—managerial liberalism has progressively hollowed out the normative infrastructure on which functional social institutions depend. A society that has systematically delegitimized authority, tradition, and moral constraint cannot indefinitely maintain the cooperation and productivity on which managerial organizations ultimately depend. The regime’s cultural aggression against bourgeois values is also an aggression against the conditions of its own continued functioning.
XI. Toward a Post-Bourgeois Revolution
Francis is careful not to predict the overthrow of the managerial regime. He writes as a social analyst, not a prophet, and he is alert to the many ways in which the regime has historically neutralized its opponents. Nevertheless, the final chapters of the book sketch the outlines of what a successful challenge might look like.
The key conditions for a post-bourgeois revolution, in Francis’s account, are the following. First, a political leadership must emerge from or align itself with the post-bourgeois proletariat that is capable of articulating its interests not in the abstract language of rights and principles—which is the language of the bourgeois order the managerial regime has superseded—but in the concrete language of community, identity, and particular loyalty. Second, this leadership must be willing to challenge the managerial apparatus directly, not merely in specific policy areas but in its basic institutional structure: the administrative state, the credentialing system, the media complex, and the cultural institutions through which the managerial elite reproduces its hegemony. Third, the resistance must develop an ideology—not merely a set of policy preferences—that provides a positive vision of a post-managerial social order rather than a nostalgic defense of bourgeois arrangements.
What such an order would look like Francis only sketches in broad strokes. It would involve the devolution of power from mass organizations to smaller, more particular, and more genuinely self-governing institutions—family, community, regional government, religious association. It would replace the universalist ideology of global managerialism with a particularist politics of national and cultural identity. It would draw on both bourgeois traditions of individual liberty and managerial traditions of organization and collective action, synthesizing them in forms appropriate to the conditions of late modern society. Francis calls this a "post-bourgeois" synthesis precisely because it cannot be the restoration of a pre-managerial order; the revolution of mass and scale has permanently altered the landscape of social life, and any viable political alternative must accommodate that reality while rejecting the managerial elite’s claim to dominance within it.
XII. Conclusion: The Unfinished Argument
Leviathan and Its Enemies is an uneven book. It is too long in places, repetitive in its structural arguments, and underdeveloped in its account of the alternative it recommends. Its historical narrative is occasionally schematic, and its treatment of race—though not its central concern—is sometimes reductive. Its intellectual framework, drawn from elite theory and a selective reading of Pareto, carries the limitations of that tradition, including a tendency to explain everything through the prism of elite psychology and a relative neglect of the structural-economic dimensions of the phenomena it analyzes.
Its strengths are nevertheless formidable. The diagnosis of the managerial regime—its structural origins, its ideological apparatus, the mechanism of its expansion—is comprehensive and analytically rigorous. The account of liberalism as managerial ideology is among the most searching treatments of the subject in the American conservative tradition. The analysis of the failure of the Old Right is painfully accurate and has been amply confirmed by subsequent events. And the identification of the post-bourgeois proletariat as the potential social base for a counter-managerial politics anticipates, with remarkable precision, the populist insurgency that would emerge in American politics two decades after the book was written.
What makes the book genuinely important—and genuinely difficult—is its refusal of easy ideological comfort. Francis does not argue that the managerial revolution was the result of a conspiracy, that the old America can be restored, or that the values and arrangements of the bourgeois order provide an adequate blueprint for the future. He argues instead that the managerial revolution was a real structural transformation with real causes, that it produced a real ruling class with real interests, and that any politics capable of challenging it must be grounded in an equally realistic understanding of what has happened to American society and what the conditions of effective resistance actually are.
The book was completed in 1995 and reflects the political landscape of the late Cold War and early post-Cold War period. Much has changed: the globalization of managerial power has accelerated dramatically; the digital revolution has created new forms of cultural authority and new mechanisms of elite control; the post-bourgeois proletariat has found a series of political vehicles—Buchanan, Perot, and ultimately Trump—that partly confirm and partly complicate Francis’s analysis. The rise of national populism across the Western world represents, in Francis’s framework, exactly the kind of anti-managerial insurgency he described; its vulnerability to co-optation, and its difficulty in translating popular energy into structural change, confirms his warnings about the mechanisms of managerial assimilation.
Leviathan and Its Enemies is ultimately a book about power: who has it, how they got it, how they keep it, and whether it can be taken from them. Its conclusion is neither optimistic nor pessimistic but conditional: the managerial regime has real vulnerabilities, and the forces that oppose it have real, if largely unrealized, potential. Whether that potential can be organized into effective political resistance—whether the enemies of Leviathan can actually slay the beast—Francis presents as an open question, dependent on the emergence of leadership, ideology, and political will that he sees as possible but not guaranteed. That the question remains open, and that the terms in which Francis posed it remain relevant, is itself a testament to the book’s enduring power.
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