concurring:
I concur in Parts I, II, III, IV.A. and IV.B. of the court’s per curiam opinion. I also concur in the result reached with respect to the question posed in Part IV.C. of the majority opinion.1 I am, however, troubled by the sharp distinction that the court draws in Part IV.C. between the interests of dissenting union members and those of dissenting corporate stockholders in political abstention. Because the analysis in the majority opinion may be read to suggest that dissenting stockholders have no legitimate interest in the use of their investments for partisan political or ideological purposes, and because in my view the court’s conclusion is not compelled by Su*1119preme Court precedent, I write separately to concur on grounds different from those relied upon by the majority. In particular, I would hold that plaintiffs cannot prevail on the political abstention issue due to a lack of “state (governmental) action” in this case.
I.
Plaintiffs contend that, “[i]n approving the use of the general corporate assets for the operating costs of its PAC (2 U.S.C. § 441b(b)(2)(C)), the statute requires stockholders to bear the costs of political operations which frequently do not meet their own political interests and desires.... Thus, when Congress approved the use of the stockholders’ assets to meet the operating costs of corporate PAC’s, it authorized the involuntary use of a citizen’s assets for the support of political candidates whom he may not wish to support or may actively oppose.” Plaintiffs’ brief at 41-42 (footnote omitted). Relying primarily on Abood v. Detroit Board of Education, 431 U.S. 209, 97 S.Ct. 1782, 52 L.Ed.2d 261 (1977), plaintiffs argue that “[ejstablished constitutional principles bar ... compulsory political exaction under sanction of law.” Plaintiffs’ brief at 42.
In Abood, the State of Michigan had enacted legislation authorizing a system for union representation of local government employees, including a statutory provision allowing for “agency shop” agreements. Under the authorized agency shop agreement, a public employee represented by a union could be required to pay to the union — as a condition of employment — a service fee equal in amount to union dues. The issue before the Court was “whether [the agency shop] arrangement violate[d] the constitutional rights of government employees who object to public-sector unions as such or to various union activities financed by the compulsory service fees.” 431 U.S. at 211,97 S.Ct. at 1787. The Court held that mandatory agency shop fees could not be spent, over an employee’s objection, “for the expression of political views, on behalf of political candidates, or towards the advancement of other ideological causes not germane to [a union’s] duties as collective-bargaining representative.” 431 U.S. at 235, 97 S.Ct. at 1799 (footnote omitted). In reaching this conclusion, the Court acknowledged that “[t]here will, of course, be difficult problems in drawing lines between collective-bargaining activities, for which contributions may be compelled, and ideological activities unrelated to collective bargaining, for which such compulsion is prohibited.” 431 U.S. at 236, 97 S.Ct. at 1800 (footnote omitted).
Although the majority opinion in the instant case recognizes that “union members are to their union as shareholders are to their corporation,” majority opinion at 1108, the court nevertheless finds Abood inapposite. According to the majority, corporate stockholders — the legal owners of the corporation — have less right to control the political use of their funds than union members. Relying on a footnote in First National Bank v. Bellotti, 435 U.S. 765, 794 n.34, 98 S.Ct. 1407, 1425 n.34, 55 L.Ed.2d 707 (1978), the court reasons that the political use of a stockholder’s share of corporate assets is'never coercive because the stockholder has no “legal or practical obligation to continue his investment.” Majority opinion at 1118.2 In contrast, the majority *1120posits that the dues obligation under a union or agency shop agreement makes “[t]he worker’s situation ... instinct with coercion.” Id. at 1117.
With all due respect, I believe that the distinctions drawn by the majority between union members and stockholders are founded on generalized characterizations lacking any substantial basis in the record before us. One simply cannot conclude that corporate stockholders are never coerced when the money they have invested in the hope of pecuniary return is spent for political purposes. For example, while stockholders often have a ready market for their corporate shares, that may not be true for the minority owner of shares in a closely held corporation. If such a minority owner’s principal source of income is the dividend distributions from his corporate holdings, who is to say that he is not coerced if the corporation establishes and finances a PAC that supports candidates who are antithetical to his political views? How is this minority stockholder different from the union member whose livelihood depends on her job and who complains if her union contributes a portion of her mandatory dues to a political candidate whom she opposes?3 The majority opinion, in my view, errs when it ignores such situations that run counter to its generalized analysis. As Justice Frankfurter noted: “Generalizations are treacherous in the application of large constitutional concepts.” Hughes v. Superior Court, 339 U.S. 460, 469, 70 S.Ct. 718, 723, 94 L.Ed. 985 (1950).4
II.
While I cannot embrace the rationale in Part IV.C. of the majority opinion, I nevertheless concur in the result. Rather than holding that corporate financing of PACs never coerces dissenting stockholders (and that union support of political causes and candidates always coerces dissenting union members), I would hold that the plaintiffs cannot prevail on the political abstention issue for want of “state (governmental) action.” 5 See First National Bank v. Bellotti, 435 U.S. 765, 814, 98 S.Ct. 1407, 1435, 55 L.Ed.2d 707 (1978) (White, J., dissenting).
In finding no governmental action here, I start with certain critical assumptions. First, it is my understanding that, absent some lawfully enacted congressional or state prohibition, a private company may freely expend or contribute corporate funds *1121for partisan political purposes. Second, possibly as a corollary to the first proposition, I assume that the Federal Election Campaign Act (FECA), as a legislative enactment, is not constitutionally compelled. Therefore, although I recognize that FECA regulates the creation of corporate PACs and imposes certain limitations on political contributions, I do not view the Act as authorizing activity that would otherwise be unlawful. See note 6 infra.
Furthermore, I am unwilling to assume that “[c]orporate use of stockholder assets to operate employee PACs results from Congressional action.” Plaintiffs’ brief at 43 n.14 (emphasis added). There is no concrete evidence to support this suggestion and it appears to me to be counter-intuitive. In other words, I assume that it is highly likely that corporate funds would be contributed to political campaigns, at levels at least comparable to present levels of contribution, absent any legislative regulation or prohibition. I therefore do not view the enactment of FECA, or any like statute, as encouraging corporate political donations.6
With these assumptions in mind, I have great difficulty in comprehending how FECA can be perceived as satisfying the “state action” requirement. The corporate political activity in this case — without more — is purely private action. Although it is true that the “state action” standard is rarely susceptible to a simple definition, at the least we know that the conversion of private action into governmental action for purposes of constitutional adjudication requires some governmental involvement in, or encouragement of, the private action in question. See, e.g., Peterson v. City of Greenville, 373 U.S. 244, 247-48, 83 S.Ct. 1119, 1120-21, 10 L.Ed.2d 323 (1963); Burton v. Wilmington Parking Authority, 365 U.S. 715, 722, 81 S.Ct. 856, 860, 6 L.Ed.2d 45 (1961). I can find no such governmental involvement or encouragement in this case.
The fact that a corporation is a legal entity created pursuant to a state’s laws does not imbue all of its actions with the state’s authority for constitutional purposes. Cf. Jackson v. Metropolitan Edison Co., 419 U.S. 345, 350-51, 95 S.Ct. 449, 450, 42 L.Ed.2d 477 (1974) (action of regulated public utility not state action); Moose Lodge No. 107 v. Irvis, 407 U.S. 163, 92 S.Ct. 1965, 32 L.Ed.2d 627 (1972) (action of private club granted state liquor license not state action). Nor does mere governmental “acquiescence in a private action convert[] that action into that of the State.” Flagg Brothers v. Brooks, 436 U.S. 149, 164, 98 S.Ct. 1729, 1737, 56 L.Ed.2d 185 (1978). In this case no more than acquiescence is involved. Congress has neither required, encouraged, nor coerced the creation of corporate PACs. Neither has it required corporations to fund the operating expenses of PACs or to solicit stockholders and executive employees. These corporate actions are entirely voluntary.
It would seem to me that, but for the confused state of the law reflected in the agency and union shop cases,7 the “state action” question in this case would be relatively simple. The principal source of confusion is the Supreme Court’s majority opinion in Abood, supra. Although Abood involved public employers and public employees, the majority opinion there, relying heavily on Railway Employees’ Department v. Hanson, 351 U.S. 225, 76 S.Ct. 714, 100 L.Ed. 1112 (1956), assumed that “[t]he differences between public- and private-sector collective bargaining simply do not translate into differences in First Amendment rights.” 431 U.S. at 232, 97 S.Ct. at 1798. *1122The majority opinion in Abood also cited Justice Douglas’ concurring opinion in International Association of Machinists v. Street, 367 U.S. 740, 81 S.Ct. 1784, 6 L.Ed.2d 1141 (1961), to show that
Hanson nowhere suggested that the constitutional scrutiny of the agency-shop agreement was watered down because the governmental action operated less directly than is true in a case [involving public employers and employees]. Indeed, Mr. Justice Douglas, the author of Hanson, expressly repudiated that suggestion:
“Since neither Congress nor the state legislatures can abridge [First Amendment] rights, they cannot grant the power to private groups to abridge them. As I read the First Amendment, it forbids any abridgement by government whether directly or indirectly.” Street, 367 U.S., at 777 [81 S.Ct. at 1804] (concurring opinion).
431 U.S. at 227 n.23, 97 S.Ct. at 1795 n.23.
At first blush, it might appear that Abood and Hanson are dispositive of the “state action” question in this case. Logically extended, the holdings in these two eases seem to support plaintiffs’ contention that “[w]hen corporate action is authorized by and derives from Congressional action, constitutional limitations clearly apply.” Plaintiffs’ brief at 43 n.14. Unfortunately, the issue is not so simple. For one thing, the decision in Hanson (which provides the underpinning for the “state action” holdings in Abood) is hardly free from ambiguity. For another thing, I do not believe that the alleged governmental action here can be equated with the governmental action found in the agency or union shop cases.
In Hanson, a group of railroad employees brought a suit in a Nebraska court to enjoin enforcement of a union shop agreement. The challenged union shop clause was authorized by the Railway Labor Act, 45 U.S.C. § 152, Eleventh. That section of the Railway Labor Act also shielded a union shop clause from the otherwise prohibitory “right to work” provision in the Nebraska Constitution. The Nebraska Supreme Court upheld an injunction against the enforcement of the union shop clause on the grounds that it deprived employees of the right of freedom of association protected by the First Amendment. The Supreme Court agreed that the case presented justiciable questions under the First and Fifth Amendments. However, as was noted in Abood, the Court in Hanson found that
the Railway Labor Act pre-empts any attempt by a State to prohibit a union-shop agreement. Had it not been for that federal statute, the union-shop provision at issue in Hanson would have been invalidated under Nebraska law. The Hanson Court accordingly reasoned that government action was present: “[T]he federal statute is the source of the power and authority by which any private rights are lost or sacrificed.... The enactment of the federal statute authorizing union shop agreements is the governmental action on which the Constitution operates . . .. ” 351 U.S., at 232 [76 S.Ct., at 718],
431 U.S. at 218 n.12, 97 S.Ct. at 1791 n.12. Unlike the situation in Hanson, this case does not involve action authorized by a federal statute that, by its terms, preempts contrary state law. Absent FECA, or some like statute, corporate contributions to federal election campaigns would be plainly lawful.
Additionally, even if Hanson cannot be distinguished because, unlike the Railway Labor Act, FECA does not here preempt state law, there is an equally compelling reason to reject a finding of “state action” in this case. In Hanson, in finding “state action,” the Court obviously was persuaded that precedents such as Shelley v. Kraemer, 334 U.S. 1, 68 S.Ct. 836, 92 L.Ed. 1161 (1948), were controlling. Thus, the opinion in Hanson stresses that, *1123351 U.S. at 232, 76 S.Ct. at 718. The Court then added that, in this context, “[o]nce courts enforce the agreement the sanction of government is, of course, put behind them.” Id. at n.4.
*1122[i]f private rights are being invaded, it is by force of an agreement made pursuant to federal law which expressly declares that state law is superseded.... In other words, the federal statute is the source of the power and authority by which any private rights are lost or sacrificed.
*1123The instant case, however, in no way resembles the circumstances presented in Hanson. Here, plaintiffs have lost no rights by virtue of federal law.8 Moreover, unlike Hanson and Shelley, there is no issue here involving the “sanction of government” attributable to judicial enforcement of constitutionally suspect private agreements.
Admittedly, the “state action” question is not an easy one, and no answer is free from doubt. Nevertheless, on the facts of this case, I simply cannot find the requisite governmental action to warrant a consideration of plaintiffs’ constitutional claims with respect to political abstention. On this basis, I concur.
. Part IV.C. of the court’s opinion addresses the third certified question: “Do the provisions of FECA (2 U.S.C. § 441b(a) and § 441b(b)(2)) that authorize the use of general corporate assets to pay the operating costs of a corporation’s separate segregated fund that makes contributions to federal candidates violate the First Amendment rights of a stockholder who objects to the use of his corporate assets for political purposes?”
. Footnote 34 of Bellotti, although informative, is not controlling here. A number of features distinguish this case. First, the case before us concerns partisan candidate elections rather than a referendum proposal or ballot initiative. The Court in Bellotti explicitly refrained from considering the First Amendment interests of dissenting stockholders in partisan candidate elections. 435 U.S. at 787-88 & n.26, 98 S.Ct. at 1421-22 & n.26, see also Citizens Against Rent Control v. City of Berkeley, 102 S.Ct. 434 (1981). Second, the Court in Bellotti principally rejected the state interest in protecting dissenting stockholders because the underinclu-siveness and overinclusiveness of the Massachusetts statute belied that purpose. 435 U.S. at 792-95, 98 S.Ct. at 1424-26. In this case, however, the dissenting stockholder’s interest in political abstention is directly presented. Third, the Court noted the absence of a dissenting stockholder complaining of the corporate expenditures in Bellotti. Id. at 794 n.34, 98 S.Ct. at 1425 n.34. Those interested plaintiffs are present here. Fourth, in Bellotti the pro*1120posed remedy for the infringement of the right of political abstention was the total silencing of the majority. Id. The plaintiffs here seek only to forbid the corporate finance and operation of PACs; the PACs could conceivably continue as self-sufficient and self-financing entities. These four distinguishing features become all the more important in light of the five to four split in the Supreme Court in Bellotti.
. Nor is it possible to conclude by pure deduction that all dissident union members necessarily would be coerced if union dues were used for political purposes. For example, a skilled tradesman in a tight job market might have a wide choice of jobs — just as the owner of a publicly traded stock has a wide choice of stocks. The Supreme Court in Abood, however, did not distinguish between union members based on their ability to find alternative employment. This suggests that the Court did not believe that the ability to take one’s services, or one’s savings, elsewhere is an adequate protection for the right of political abstention. See First Nat’l Bank v. Bellotti, 435 U.S. 765, 818, 98 S.Ct. 1407, 1437, 55 L.Ed.2d 707 (1978) (White, J., dissenting).
. I also believe that the court’s analysis ignores, and thereby depreciates, established principles of corporate law. Corporate stockholders are the legal owners of their corporation, not merely holders of negotiable debentures. They therefore have legal remedies, such as a derivative suit, for what they perceive as improper acts by those charged with directing and managing the company. See, e.g., First Nat’l Bank v. Bellotti, 435 U.S. 765, 795, 98 S.Ct. 1407, 1426, 55 L.Ed.2d 707 (1978); Cort v. Ash, 422 U.S. 66, 84, 95 S.Ct. 2080, 2090, 45 L.Ed.2d 26 (1975). Thus, the court’s reasoning that stockholders are not harmed or coerced by political expenditure of corporate assets because they can sell their stock directly contradicts the legal basis of the derivative suit. If taken to its logical extreme, the court’s analysis would imply that the derivative suit is unnecessary as long as the negotiability of the stock is not diminished.
. My conclusion that there is no “state action” here applies as well with respect to the question posed in Part IV.B. of the majority opinion. I concur in the court’s disposition of that question on the merits as an alternative holding.
. Obviously, FECA was a permissive piece of legislation in the sense that it lifted the prior ban against the expenditure of corporate funds in federal election campaigns. This, to me, however, is not the same as encouraging (or coercing) action that might not otherwise occur pursuant to voluntary choice.
. Compare Linscott v. Millers Falls Co., 440 F.2d 14 (1st Cir.), cert. denied, 404 U.S. 872, 92 S.Ct. 77, 30 L.Ed.2d 116 (1971), with Reid v. McDonnell Douglas Corp., 443 F.2d 408 (10th Cir. 1971). See also Buckley v. American Fed’n of Television & Radio Artists, 496 F.2d 305, 309-10 (2d Cir.), cert. denied, 419 U.S. 1093, 95 S.Ct. 688, 42 L.Ed.2d 687 (1974); Havas v. Communications Workers of America, 509 F.Supp. 144 (N.D.N.Y.1981).
. With respect to the issue being considered here, FECA, realistically considered, limits (or at least regulates) the rights of corporations to make political contributions in federal elections. The Act was not designed to limit the plaintiffs’ rights of political expression, except insofar as plaintiffs are restricted as the legal owners of regulated corporations. As noted above, absent FECA, or some like statute, corporate contributions to federal election campaigns would be both lawful and unregulated.