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Takeover: How a Conservative Student Club Captured the Supreme Court
The story of how a group of Republican law students started a club that grew to become the most influential legal organization in US history.
With the addition of Judge Amy Coney Barrett, six of the nine sitting Supreme Court Justices are current or former members of a conservative legal organization called the Federalist Society. In TAKEOVER: How a Conservative Student Club Captured the Supreme Court, Harvard Law Professor Noah Feldman and Lidia Jean Kott explore the rise of the most influential legal organization in U.S. history.
Beginning in the early 1980s, when it was not exactly ‘cool’ to be a conservative law student, a small group of students started a club, named in honor of The Federalist Papers, where they could safely discuss their right-of-center views. They asked Antonin Scalia, then a professor at University of Chicago, to be their advisor and got to work advocating for an originalist interpretation of the Constitution. Over the past 40 years, members of the organization have included Samuel Alito, Clarence Thomas, Neil Gorsuch, Brett Kavanaugh, Amy Coney Barrett, Ted Cruz, Orrin Hatch, and Josh Hawley, among many other prominent politicians, public servants, and elected officials.
Feldman and Kott, a producer on his Deep Background podcast, take listeners into the offices and chambers of the people who know the Federalist Society best, including founding member and current Senior Vice President Lee Liberman Otis, as well as judges on the U.S. Court of Appeals, Michael McConnell and Jeffrey Sutton.
Using archival tape to provide historical context as well as interviews with current and former members, TAKEOVER illuminates how this student club has influenced many tenets of our country, from the war against the Affordable Care Act, to swinging the highest court in the land decidedly to the right and even swaying the most important elections in our democracy.
With the addition of Judge Amy Coney Barrett, six of the nine sitting Supreme Court Justices are current or former members of a conservative legal organization called the Federalist Society. In TAKEOVER: How a Conservative Student Club Captured the Supreme Court, Harvard Law Professor Noah Feldman and Lidia Jean Kott explore the rise of the most influential legal organization in U.S. history.
Beginning in the early 1980s, when it was not exactly ‘cool’ to be a conservative law student, a small group of students started a club, named in honor of The Federalist Papers, where they could safely discuss their right-of-center views. They asked Antonin Scalia, then a professor at University of Chicago, to be their advisor and got to work advocating for an originalist interpretation of the Constitution. Over the past 40 years, members of the organization have included Samuel Alito, Clarence Thomas, Neil Gorsuch, Brett Kavanaugh, Amy Coney Barrett, Ted Cruz, Orrin Hatch, and Josh Hawley, among many other prominent politicians, public servants, and elected officials.
Feldman and Kott, a producer on his Deep Background podcast, take listeners into the offices and chambers of the people who know the Federalist Society best, including founding member and current Senior Vice President Lee Liberman Otis, as well as judges on the U.S. Court of Appeals, Michael McConnell and Jeffrey Sutton.
Using archival tape to provide historical context as well as interviews with current and former members, TAKEOVER illuminates how this student club has influenced many tenets of our country, from the war against the Affordable Care Act, to swinging the highest court in the land decidedly to the right and even swaying the most important elections in our democracy.
145 pages, Audiobook
Published January 1, 2021
163 people want to read
About the author
Noah Feldman
31 books206 followersNoah Feldman is an American author and professor of law at Harvard Law School.
Feldman grew up in Boston, Massachusetts, where he attended the Maimonides School. He graduated from Harvard College in 1992, ranked first in the College, and earned a Rhodes Scholarship to Oxford University, where he earned a D.Phil in Islamic Thought in 1994. Upon his return from Oxford, he received his J.D., in 1997, from Yale Law School, where he was the book review editor of the Yale Law Journal. He later served as a law clerk for Associate Justice David Souter on the U.S. Supreme Court.
In 2001, he joined the faculty of New York University Law School (NYU), leaving for Harvard in 2007. In 2008, he was appointed the Bemis Professor of International Law. He worked as an advisor in the early days of the Coalition Provisional Authority in Iraq following the 2003 invasion of the country. He regularly contributes features and opinion pieces to The New York Times Magazine and is a senior adjunct fellow at the Council on Foreign Relations.
Feldman grew up in Boston, Massachusetts, where he attended the Maimonides School. He graduated from Harvard College in 1992, ranked first in the College, and earned a Rhodes Scholarship to Oxford University, where he earned a D.Phil in Islamic Thought in 1994. Upon his return from Oxford, he received his J.D., in 1997, from Yale Law School, where he was the book review editor of the Yale Law Journal. He later served as a law clerk for Associate Justice David Souter on the U.S. Supreme Court.
In 2001, he joined the faculty of New York University Law School (NYU), leaving for Harvard in 2007. In 2008, he was appointed the Bemis Professor of International Law. He worked as an advisor in the early days of the Coalition Provisional Authority in Iraq following the 2003 invasion of the country. He regularly contributes features and opinion pieces to The New York Times Magazine and is a senior adjunct fellow at the Council on Foreign Relations.
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Displaying 1 - 13 of 13 reviews
December 24, 2022
In this short audiobook, based on a series of podcasts, Feldman describes the origin and impact of the Federalist Society. It arose from a feeling on the part of numerous conservative law school students that they were viewed as 2nd class lawyers and buffoons by what they considered an overwhelmingly liberal law school environment.
Scalia was chosen as the groups quasi mentor because, even though he was not an academic at the time, he had “real-world experience” as an Assistant Attorney General. They needed information on how the system worked so they could learn how to become part of, and dominate, that system.
The appointment of Alito was a direct result of the sabotage of Bush’s nomination of Harriet Miers to the Supreme Court. The Federalist Society had been disappointed in Anthony Kennedy, not a member, and were determined to place more conservatives on the court, so they began a well-funded campaign to prevent the successful nomination of Miers to the Court. The result was that conservative presidents now felt impelled to only nominate Federalist Society members. Alito, a long-time member was the result. He satisfied their wildest dreams.
Fascinating interview with Justice Sutton, Chief of the 6th Circuit with regard to the Federalist position on judicial restraint, originalism, i.e. the original meaning, and textualism. Feldman brought up Bush v Gore arguing that nothing in the Court’s decision regarding due process that all the counties had to count ballots the same could ever be justified from an originalist point of view. Sutton’s response was that when originalism fails at least there is a way to judge that failure, whereas without any set of principles or guidelines one has no way to judge the validity of a decision. The point of “originalism” is that it serves as a set of principles that prevent judges from doing whatever they want. Sutton said that if you can’t figure out what the original meaning is, you defer to the legislature and democracy. See also Living Originalism by Jack BalkinLiving Originalism and A Debt Against the Living: An Introduction to Originalism by Ilam Wurman.A Debt Against the Living: An Introduction to Originalism
Feldman sees fractures growing within the Society. If Gorsuch can render a decision based on textualism in Bostock, interpreting the 1964 Civil Rights law to protect gays and transgenders from discrimination, then, as Josh Hawley (former president of the Federalist Society at Yale) said, originalism and textualism are basically dead. Clearly, the original intent of the 1964 legislators did not mean “sex” to include gays and bisexuals.I think the problem for them is much deeper in that both concepts have simply been used to ground a decision they wanted personally to see. James Staab, in his excellent Limits of Constraint: The Originalist Jurisprudence of Hugo Black, Antonin Scalia, and Clarence Thomas, Limits of Constraint: The Originalist Jurisprudence of Hugo Black, Antonin Scalia, and Clarence Thomassays something similar, i.e.., if Justice Black, Scalia, and Thomas all claim to be originalists but come to vary different conclusions on the same cases, then originalism is a hollow philosophy. The whole point of iroiginalism is that it would bring consistency to results, conservative, of course. Gorsuch and Roberts, Federalists both, have broken that mold.
Scalia was chosen as the groups quasi mentor because, even though he was not an academic at the time, he had “real-world experience” as an Assistant Attorney General. They needed information on how the system worked so they could learn how to become part of, and dominate, that system.
The appointment of Alito was a direct result of the sabotage of Bush’s nomination of Harriet Miers to the Supreme Court. The Federalist Society had been disappointed in Anthony Kennedy, not a member, and were determined to place more conservatives on the court, so they began a well-funded campaign to prevent the successful nomination of Miers to the Court. The result was that conservative presidents now felt impelled to only nominate Federalist Society members. Alito, a long-time member was the result. He satisfied their wildest dreams.
Fascinating interview with Justice Sutton, Chief of the 6th Circuit with regard to the Federalist position on judicial restraint, originalism, i.e. the original meaning, and textualism. Feldman brought up Bush v Gore arguing that nothing in the Court’s decision regarding due process that all the counties had to count ballots the same could ever be justified from an originalist point of view. Sutton’s response was that when originalism fails at least there is a way to judge that failure, whereas without any set of principles or guidelines one has no way to judge the validity of a decision. The point of “originalism” is that it serves as a set of principles that prevent judges from doing whatever they want. Sutton said that if you can’t figure out what the original meaning is, you defer to the legislature and democracy. See also Living Originalism by Jack BalkinLiving Originalism and A Debt Against the Living: An Introduction to Originalism by Ilam Wurman.A Debt Against the Living: An Introduction to Originalism
Feldman sees fractures growing within the Society. If Gorsuch can render a decision based on textualism in Bostock, interpreting the 1964 Civil Rights law to protect gays and transgenders from discrimination, then, as Josh Hawley (former president of the Federalist Society at Yale) said, originalism and textualism are basically dead. Clearly, the original intent of the 1964 legislators did not mean “sex” to include gays and bisexuals.I think the problem for them is much deeper in that both concepts have simply been used to ground a decision they wanted personally to see. James Staab, in his excellent Limits of Constraint: The Originalist Jurisprudence of Hugo Black, Antonin Scalia, and Clarence Thomas, Limits of Constraint: The Originalist Jurisprudence of Hugo Black, Antonin Scalia, and Clarence Thomassays something similar, i.e.., if Justice Black, Scalia, and Thomas all claim to be originalists but come to vary different conclusions on the same cases, then originalism is a hollow philosophy. The whole point of iroiginalism is that it would bring consistency to results, conservative, of course. Gorsuch and Roberts, Federalists both, have broken that mold.
June 2, 2021
I have had Noah Feldman's "The Scorpions" on my "To Read List" for the past 5 years. So when I saw this audiobook, I knew I wanted to read it. I had just finished a course on "Supreme Court Decisions," so I thought I was primed for Felman.
What I loved best about this book is that it finally answered the question about "What is the Federalist Society?" and "Why were the members all on Trump's short list of Supreme Court nominees?" In my course, there were some attempts by fellow students to differentiate among Federalists, Originalists, and a Constitutional Textualist, but there were too many concentric circles that added only confusion.
In "Takeover," Feldman talks about the college-club origins of this "Society" in great detail. He also describes the Roberts' Court, with a delightful deep dive into Shelby vs. Holden, where SCOTUS struck down the heart of the Voting Rights Act of 1965 by a 5-to-4 vote.
The decision will have immediate practical consequences. Texas announced shortly after the decision that a voter identification law that had been blocked would go into effect immediately, and that redistricting maps there would no longer need federal approval. Changes in voting procedures in the places that had been covered by the law, including ones concerning restrictions on early voting, will now be subject only to after-the-fact litigation. And finally, most of the Republican-lead states are currently trying to pass voter suppression laws. Examples include: 5-hour wait time to vote; only one machine at polling place; malfunctioning machines, exclusionary ID requirements; no early voting; no language assistance, purging of names on voting lists; unofficial poll "observers;" fake voicemails; flyer dis-information, such as "ICE will get your family."
So thanks Roberts--you were wrong. Esquire said of Roberts: This is not a good place for civil rights law to be, as Roberts leads the world's most sophisticated and respectable White Citizens Council further into the Day Of Jubilee.
What I loved best about this book is that it finally answered the question about "What is the Federalist Society?" and "Why were the members all on Trump's short list of Supreme Court nominees?" In my course, there were some attempts by fellow students to differentiate among Federalists, Originalists, and a Constitutional Textualist, but there were too many concentric circles that added only confusion.
In "Takeover," Feldman talks about the college-club origins of this "Society" in great detail. He also describes the Roberts' Court, with a delightful deep dive into Shelby vs. Holden, where SCOTUS struck down the heart of the Voting Rights Act of 1965 by a 5-to-4 vote.
The decision will have immediate practical consequences. Texas announced shortly after the decision that a voter identification law that had been blocked would go into effect immediately, and that redistricting maps there would no longer need federal approval. Changes in voting procedures in the places that had been covered by the law, including ones concerning restrictions on early voting, will now be subject only to after-the-fact litigation. And finally, most of the Republican-lead states are currently trying to pass voter suppression laws. Examples include: 5-hour wait time to vote; only one machine at polling place; malfunctioning machines, exclusionary ID requirements; no early voting; no language assistance, purging of names on voting lists; unofficial poll "observers;" fake voicemails; flyer dis-information, such as "ICE will get your family."
So thanks Roberts--you were wrong. Esquire said of Roberts: This is not a good place for civil rights law to be, as Roberts leads the world's most sophisticated and respectable White Citizens Council further into the Day Of Jubilee.
July 10, 2025
BOOK REVIEW - Takeover, How a Conservative Student Club Captured the Supreme Court, by Noah Feldman (10.03.24)
I entered law school in 1982 the same year the Federalist Society(FS) was formed at the Yale law school. Their mission was to counter what they viewed the “liberal influence” in law schools. When it was organized at BYU, there were a handful of ultra conservative students that were interested. As I recall, they could only find one faculty member that was willing to be the faculty liaison, I requirement for recognition. In the ensuing 40+ years the FS has gained outsized influence in the courts.
Feldman, is an outstanding writer and highly regarded scholar. He has produced a penetrating and detailed chronicle of how a small band of conservative law students—initially isolated, idealistic, and often underestimated—built a network that would eventually take control of the most powerful judicial institution in the United States. Feldman traces the rise of the Federalist Society from its modest beginnings to its current role as the de facto gatekeeper of Supreme Court nominations.
Feldman’s core argument is that this conservative legal revolution did not emerge from populist outrage or electoral victories, but from a deliberate and sustained effort to reshape legal discourse at its foundations. He documents how the founders of the Federalist Society rejected what they saw as the liberal consensus dominating law schools in the 1980s and instead cultivated a counter-establishment rooted in originalism, textualism, and a skeptical view of judicial activism. Their efforts paid off: from elite clerkships to federal judgeships, and ultimately the Supreme Court, their influence has become institutional.
One of the book’s standout features is how deftly Feldman weaves together biography, ideology, and institutional analysis. Key figures like Antonin Scalia, Clarence Thomas, and Leonard Leo are drawn with nuance and insight—not caricatured, but critically examined. Feldman also captures the subtle internal conflicts within the conservative legal world, such as the friction between libertarian and religious conservative factions, and the tensions between principled jurisprudence and raw political maneuvering.
What makes Takeover especially compelling is its tone. Though Feldman himself is not part of the conservative legal movement, he writes with respect and analytical fairness. He recognizes the intellectual sincerity and strategic brilliance behind the Federalist Society’s ascent, making the book both a study in ideology and a case study in successful institution-building.
Still, one limitation stands out. The book devotes relatively little space to efforts on the left to mount a legal counterweight. While Takeover is not obligated to provide a full account of liberal legal activism, a deeper exploration of the comparative failure of progressive legal institutions might have enriched the narrative and provided a more complete view of the landscape. As a result, the story occasionally risks portraying conservative dominance as inevitable rather than contested. The book, in my view, would be stronger if it had explored the fallacies of originalism and textualism. It has become abundantly clear when faced with conservative activism the current Federalist Society judges on the S. Ct. bench and others in the movement have shown that their inherent bias. There are a lot of stinker S. Ct. opinions over the years that lay claim to originalism (e.g. Dred Scott, Plessy,Dobbs). And likely many more to come, until there is a balance on the court that requires consensus building.
Despite this shortcoming, Takeover is an essential and deeply informative read—especially for anyone interested in how ideas, networks, and strategy can transform institutions over time. Feldman’s work is a reminder that cultural power, when paired with legal and political discipline, can have profound consequences for democracy.
Favorite Quotes:
"What the Federalist Society understood better than its critics was that changing the courts wasn’t about protesting judicial decisions—it was about replacing the judges who made them."
"Rather than fight the prevailing legal orthodoxy head-on, they created their own parallel universe of ideas, networks, and eventually, influence—until theirs became the dominant world."
"The conservative legal movement was never just about ideas; it was about building an infrastructure—law school chapters, conferences, clerkship pipelines, and donor networks—so dense and effective that by the time anyone noticed, it was already the establishment. What began as a rebellion had become the rule, and the Supreme Court, its crown jewel."
I entered law school in 1982 the same year the Federalist Society(FS) was formed at the Yale law school. Their mission was to counter what they viewed the “liberal influence” in law schools. When it was organized at BYU, there were a handful of ultra conservative students that were interested. As I recall, they could only find one faculty member that was willing to be the faculty liaison, I requirement for recognition. In the ensuing 40+ years the FS has gained outsized influence in the courts.
Feldman, is an outstanding writer and highly regarded scholar. He has produced a penetrating and detailed chronicle of how a small band of conservative law students—initially isolated, idealistic, and often underestimated—built a network that would eventually take control of the most powerful judicial institution in the United States. Feldman traces the rise of the Federalist Society from its modest beginnings to its current role as the de facto gatekeeper of Supreme Court nominations.
Feldman’s core argument is that this conservative legal revolution did not emerge from populist outrage or electoral victories, but from a deliberate and sustained effort to reshape legal discourse at its foundations. He documents how the founders of the Federalist Society rejected what they saw as the liberal consensus dominating law schools in the 1980s and instead cultivated a counter-establishment rooted in originalism, textualism, and a skeptical view of judicial activism. Their efforts paid off: from elite clerkships to federal judgeships, and ultimately the Supreme Court, their influence has become institutional.
One of the book’s standout features is how deftly Feldman weaves together biography, ideology, and institutional analysis. Key figures like Antonin Scalia, Clarence Thomas, and Leonard Leo are drawn with nuance and insight—not caricatured, but critically examined. Feldman also captures the subtle internal conflicts within the conservative legal world, such as the friction between libertarian and religious conservative factions, and the tensions between principled jurisprudence and raw political maneuvering.
What makes Takeover especially compelling is its tone. Though Feldman himself is not part of the conservative legal movement, he writes with respect and analytical fairness. He recognizes the intellectual sincerity and strategic brilliance behind the Federalist Society’s ascent, making the book both a study in ideology and a case study in successful institution-building.
Still, one limitation stands out. The book devotes relatively little space to efforts on the left to mount a legal counterweight. While Takeover is not obligated to provide a full account of liberal legal activism, a deeper exploration of the comparative failure of progressive legal institutions might have enriched the narrative and provided a more complete view of the landscape. As a result, the story occasionally risks portraying conservative dominance as inevitable rather than contested. The book, in my view, would be stronger if it had explored the fallacies of originalism and textualism. It has become abundantly clear when faced with conservative activism the current Federalist Society judges on the S. Ct. bench and others in the movement have shown that their inherent bias. There are a lot of stinker S. Ct. opinions over the years that lay claim to originalism (e.g. Dred Scott, Plessy,Dobbs). And likely many more to come, until there is a balance on the court that requires consensus building.
Despite this shortcoming, Takeover is an essential and deeply informative read—especially for anyone interested in how ideas, networks, and strategy can transform institutions over time. Feldman’s work is a reminder that cultural power, when paired with legal and political discipline, can have profound consequences for democracy.
Favorite Quotes:
"What the Federalist Society understood better than its critics was that changing the courts wasn’t about protesting judicial decisions—it was about replacing the judges who made them."
"Rather than fight the prevailing legal orthodoxy head-on, they created their own parallel universe of ideas, networks, and eventually, influence—until theirs became the dominant world."
"The conservative legal movement was never just about ideas; it was about building an infrastructure—law school chapters, conferences, clerkship pipelines, and donor networks—so dense and effective that by the time anyone noticed, it was already the establishment. What began as a rebellion had become the rule, and the Supreme Court, its crown jewel."
September 1, 2021
While this was a very short work, I absolutely loved Feldman's arguments and presentation (Pushkin audiobooks are such a treat!). While it is visibly apparent that SCotUS has gotten quite conservative as of 2020, it is not readily known as to why that happened other than "conservative PotUS=conservative judges." As an exploration of the Federalist Society for Law and Public Policy Studies, their manipulation of conservative politicians, and their internal conflict with conservative judges whose dissonance in conservative jurisprudence have cost them some seemingly shoe-in decisions, Feldman establishes a very intuitive narrative on the progression of the conservative "takeover" of the country's highest courts. I'd highly recommend this quick listen to any law enthusiast, or any curious American resident in general.
June 6, 2021
The most long-lasting effects of Trump’s presidency on America will be all the federal judges he appointed, especially on the Supreme Court. He couldn’t have done a better job of packing the Court if Charles Koch had done it himself. One can only hope that in all of Trump’s picks (or, as this book makes clear, the Federalist Society’s picks), there are some Earl Warrens and William Brennans. Otherwise, all the progress the country has made in the rule of law since WWII will be undone. (See, for example, the voting rights case.)
This book, which is only available, at least at this time, as an audiobook, is based on podcasts, which gives it the advantage of letting you hear the main characters, in interviews, speeches, and court arguments.
This book, which is only available, at least at this time, as an audiobook, is based on podcasts, which gives it the advantage of letting you hear the main characters, in interviews, speeches, and court arguments.
May 13, 2022
Idk why I love the supreme court so much but constitutional law fascinates me. This was a great and succinct audiobook that shows how the events of our current moment are the product of years of groundwork.
October 16, 2023
Concise and informative. This audiobook is a great way to repurpose a podcast series. Some of the commentary is outdated because it predates the overturn of Roe but it’s an excellent primer on the Federalist Society, its influence, and the increasing factionalism on the right.
March 17, 2025
The narrative describes how the Federalist Society took over the US Supreme Court in its involvement in the selection of justices.. A slow and highly methodical process supported by highly financed conservative sponsors…. Short, interesting, alarming…..
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May 28, 2024A compelling account of the rise of the Federalist Society. Feldman wrote this before the Dobbs decision, however; sadly, he had been too hopeful about the outcome.
March 31, 2025
Not sure why l listened other than it was short and available. I believe most went over my head.
December 14, 2025
Fascinating. Feldman himself is not a conservative but gives a very even-handed look at the group that ended up putting 6 of the sitting 9 justices on the Supreme Court.
March 20, 2024
Utrolig interessant. Lite kjent med Federalist Society og dets skremmende og udiskutable innflytelse på særlig det amerikanske rettsvesenet, før jeg plukket opp denne.
March 22, 2024
Short little audiobook that mostly consists of episodes from Feldman's podcast, as far as I can tell. It's a decent primer on the history of the Federalist Society, more broadly the conservative legal movement, and conservative legal interpretation. My frustration with it comes from its rather rosy ending. After explaining the split among the conservative justices in Bostock, Feldmen concludes the book by saying that the split is evidence that the judicial system is still working. But I fail to see how this conclusion is in any way connected to the split in Bostock. The split in Bostock isn't because "the judicial system is still working," whatever that means. Instead, the split is because of the intellectually bankrupt nature of originalism.
Displaying 1 - 13 of 13 reviews