But of course, as the bounding inequality in the United States makes clear, the wealth is not going to the people. It is going to very, very few people — who use corporations and their fictive personhood to help ensure that skewed distribution of wealth stays that way, no matter what the majority of Americans want.
Heston screamed the line after realising that the remains of dead people — forcibly euthanised in the horribly overpopulated, polluted and poverty stricken world of — were being converted into food to be fed to the living.
At least not by Today, with people like Mitt Romney and his corporate friends — real and fictive — running the country and the world, seems frighteningly close indeed. Mark LeVine. Published On 12 Aug A green future? They are problems of corporate law, and they could be fixed by corporate law.
American courts forged sweeping protections for corporations during the Gilded Age see sidebar ; the legal fortress was slowly breached during the Progressive and New Deal eras. But in many ways we are back where we started. The Supreme Court is applying twisted ideas of free speech and due process to wall corporations off from accountability.
In corporate governance, after a mid-century pendulum swing toward more public-spiritedness, managers and investors are now once again fixated on maximizing shareholder value. An article in the Harvard Business Review that socialist rag! Employees and customers often know more about and have more of a long-term commitment to a company than shareholders do. The case against shareholder primacy was argued best by Steven Pearlstein last year in the Washington Post.
These skeptics are popularizing what a number of legal scholars and I have been saying for quite a while—that corporations should be seen as having robust social and public obligations that cannot be encapsulated in share prices.
Now, executives have legal obligations to take account of shareholder interests. One way to make these obligations operational is to make the decisionmaking structure of the company itself more pluralistic. Even with these management structures, corporations continue their focus on building wealth—that is the core purpose of the corporate form—but not for a narrow sliver of their investors only.
And it works. Germany, where codetermination is strongest, is the economic powerhouse of Europe. Notice something.
These reforms make corporations more like persons, not less. Human beings routinely balance a multitude of interests—I am, for example, a parent, a spouse, a teacher, a writer. Only the rare oddball—Donald Trump, maybe?
Humans have consciences; corporations do not. Left to themselves, they will behave as if profit is the only thing that matters. The best way to constrain corporations is to require them to sign on to a more robust social contract and to govern themselves more pluralistically—mechanisms designed to mimic the traits of human personhood within the corporate form.
If corporations had these traits of personhood, I would worry less about corporate involvement in the political arena. American corporations have become a vehicle for the voices and interests of a small managerial and financial elite—the notorious 1 percent.
The cure for this is more democracy within businesses—more participation in corporate governance by workers, communities, shareholders, and consumers. But corporate personhood opponents are making these corporate governance reforms less likely. Personhood skeptics often characterize corporations as having a narrow social role; because of that narrow role, the argument goes, they owe it to shareholders to stay out of politics.
Now the opponents of Citizens United are endorsing a similarly narrow view of business as a way to explain why corporations should be exiled from the public square. To fight corporate personhood, they are bolstering shareholder primacy. Even more revealing, Stevens cites as support a set of corporate governance principles adopted by the prestigious American Law Institute. Opponents of corporate personhood are following Stevens into the shareholder rights trap.
Wall Street loves talk of shareholder rights. Sure, many of us are shareholders through our retirement accounts and the like. But widows and orphans are still the minority; most stock held in American businesses is owned by the very wealthy. The richest 5 percent of Americans own more than two-thirds of all stock assets. The bottom 40 percent— million working-class people—essentially own nothing in terms of stock. Corporate personhood opponents urge, as an intermediate measure short of a constitutional amendment, that corporations be required to seek shareholder approval before spending corporate money on political campaigns.
I myself have been tempted by this position, mostly because such a rule would help ensure that executives do not spend corporate monies on issues and candidates opposing company interests. That chart comes from this research at the St. Louis Federal Reserve Bank, which shows the share of national income that goes to workers.
This is all thanks to high unemployment , which hurts wage growth, the favorable tax treatment of corporations and the income they produce for investors, and advances in productivity that make fewer people capable of doing much more work. The bulk of that money went, appropriately, to support Romney, but though he failed to win, the ads—like this scare-mongering number about China—helped shape the campaign narrative. HSBC, the global bank, entered a deferred-prosecution agreement with the US government to settle charges of money-laundering, proving far more robust than people charged with the same offenses.
While both may be talented individuals, they would be nothing without the corporate bodies undergirding their success. One of the most unappreciated facts of American history is that most of the colonies that declared independence in were founded by corporations. Trading corporations such as the Virginia Company of London recruited investors for the first Protestant explorers.
See 1 Charles M. See Bowie, supra note See id. Virginia, Massachusetts, Delaware, New York, Connecticut, Rhode Island, and Georgia all began their histories as colonies governed by, and sometimes for, corporations. Hoffecker et al. Immediately after the colonies declared independence, their new governments modeled their new written constitutions on the old charters they inherited from their corporate predecessors — if they bothered to change their charters at all.
Connecticut and Rhode Island retained their seventeenth-century corporate charters as their constitutions well into the nineteenth century. Even though the U. See McCulloch v. Maryland, 17 U.
Syrett et al. Several of these works specifically discuss the early American corporations listed in the text above. There are many context-specific reasons why states used corporations to finance public projects rather than building them directly. One major reason was lack of financial innovations like income taxes, and another was the possibility of bankruptcy, which could threaten an entire state that accepted all of the risk of its investments: indeed, unprofitable canal projects and the Panic of left Illinois and Pennsylvania, among other states, broke.
Dixon v. United States, 7 F. Georgia, 2 U. Winkler begins his narrative with a handful of these early corporations, including the Massachusetts Bay Company p.
All of these corporations functioned internally as governments and externally as agencies for larger governments. Although the company was dissolved before the Revolution, its corporate structure continued to guide not only the states that declared independence but also the business and educational corporations that followed in its footsteps p. Even though neither oversaw any territory, they had a similar governmental structure — with elected board members representing shareholders or other constituents — and were also literally government agencies pp.
In McCulloch v. And in the lead-up to Dartmouth College v. Woodward , the legislature of New Hampshire treated Dartmouth as if it were any other public school pp. Over the course of We the Corporations , however, Winkler explains how the lawyers for the Bank, the university, and similar corporations convinced courts to award their clients legal protections from interference by the governments that created them.
Winkler demonstrates that by the late nineteenth century, the Supreme Court had held consistently that the same constitutional provisions protecting individuals from government power also protected corporations from government power pp. The corporation — an institution that began its history as a literal government — has grown up to assert rights against it.
How did this happen? Adams, Jr. Chandler, Jr. Friedman, A History of American Law —39 3d ed. Of course, not all corporations made this transition; municipal corporations became even more heavily regulated during this period. See Gerald E. Even today, some for-profit corporations are so closely identified with their government of creation that constitutional limits apply to the corporation as well.
Owners, Inc. Although this focus may seem a little parochial to nonlawyers, it allows Winkler to correct a common misunderstanding — the one that has proliferated since the Year of the Corporate Person — about how lawyers have won constitutional rights for corporations.
Daily Oct. Diamond, Occupy Santa Clara! Corporate Personhood Reconsidered , Dissent Apr. See also Blackstone, supra note Louis Ry. Beckwith, U. Closely analyzing the arguments of the advocates who represented the Bank of the United States, Dartmouth College, and other corporations before the Supreme Court, Winkler persuasively and colorfully argues that these lawyers won rights for their clients by embracing corporate statehood : calling their clients democratic institutions, like the Massachusetts Bay Company, in which elected executives represent shareholding, rights-bearing constituents.
In , for example, lawyers for the Bank of the United States made this sort of argument to explain why the Supreme Court should protect their client from a passionate Georgia tax collector p. Although the Supremacy Clause of the U. VI, cl. When Bank of United States v. Maryland a decade later. McCulloch v. Rather, the question was whether the Court even had the power to hear the case. Article III of the U. Peter Deveaux was, indisputably, a proud citizen of Georgia. The lawyers for Georgia not only found this argument ridiculous, but also thought it contradicted the common law doctrine of corporate personhood.
That doctrine was what gave the corporation the power to sue Deveaux in its own name, and it was the reason the case was called Bank of the United States v. State lawyers, baffled at how a corporation could claim to be its own person for purposes of debt and liability but claim to be lots of persons for purposes of constitutional rights, argued that corporations were legal persons whose rights and obligations were distinct from those of its human members.
But the arguments often led to contrasting results. Arguments rooted in corporate personhood , by contrast, emphasized the unitary nature of the corporation to highlight the absurdity of giving a legal fiction the same rights as a human being. Trustees of Dartmouth Coll. Woodward, 17 U. The corporation is the assignee of their rights, stands in their place, and distributes their bounty, as they would themselves have distributed it, had they been immortal.
Similarly, in a series of s railroad cases beginning with Santa Clara County v.
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