THINKING THROUGH THE CORPORATE COUP
History | Analysis | Experiment




HISTORY
"History isn't dead; itís not even past."
- - William Faulkner

"Who controls the past, controls the future.
Who controls the present, controls the past."

- - Voltaire

A Brief Timeline of Modern Incorporation

The Privatization of the Commons and
the Industrialization of the People


"What did these corporate "personhood" decisions mean? Among other things, it meant that communities no longer had the legal authority to determine what could happen within their jurisdictions... In 1886 alone, the Court struck down 230 state laws passed to regulate corporations...

"Corporate personhood means that civil liberties are extended to corporations... Corporate rights have been carried to the point where there are no limits; corporations have come to be "super-persons" with more rights than real people. Advertising becomes "free speech" protected by the 1st Amendment. Actually, itís more than free -- itís tax-deductible, just like corporate lobbying expenses, and toxic waste clean-up, and lawyersí fees for criminal trials."

Birth of the Corporate "I"

"Corporations are in the air we breathe, the water we drink, the land we walk on. They are in the food, the clothes, the cars, the speed, the news, the music, the cool, the hype, the sex. But who are these legal fictions that we ourselves created? How did they get to be omnipotent? Do corporations serve us, or do we serve them?

Taking Care of Business:
Citizenship and the Charter of Incorporation

"Corporations cause harm every day. Why do their harms go unchecked? How can they dictate what we produce, how we work, what we eat, drink and breathe? How did a self-governing people let this come to pass? Corporations were not supposed to reign in the United States."


ANALYSIS

"The history of constitutional law is the history
of the impact of the modern corporation upon the American scene."

- - Supreme Court Justice Felix Frankfurter

"Let us consider, my Lords, that arbitrary Power has seldome
or never been introduced into any Country at once. It must be
introduced by slow degrees, and as it were step by step,
lest the people should perceive its approach."

- - Philip Stanhope, 4th Earl of Chesterfield (1694-1773)


The American Corporation at the End of the Twentieth Century by Robert Monks

"From the perspective of company management, the decision whether to obey the law is simply a cost/benefit calculation. Will the costs of disobedience discounted by the probability of being discovered, prosecuted and fined (there is almost no risk of jail) equal the costs of compliance. This raises not only the accounting questions of the appropriate level of investigation and reporting of non-compliance with law in the financial statements, but also the fundamental question as to whether society possesses any effective means of requiring corporations to obey particular societal signals. We need to think seriously as to whether a society so constructed can - or should - long endure..."

Diagnosing the Corporate Body by Dee Hock

"If the purpose of each corporation is not primarily the health of the earth and well-being of all life thereon, if its principles are not based on equitable distribution of power and wealth, if it avoids responsibility for the sustenance of family, community. and place, if it has no belief system, or one devoid of ethical and moral content, it is difficult to see why it should have the sanction and protection of society through government."



EXPERIMENT

"Neither the claims of ownership nor those of control
can stand against the paramount interests of the community...
It remains only for the claims of the community to be put
forward with clarity and force."

- A. A. Berle & G. C. Means,
The Modern Corporation & Private Property, 1933

FIXING CORPORATIONS: Corporations for the Seventh Generation

Let's dream a little. Imagine what grassroots environmental activism would be like if corporations were restructured to be responsive to the people and to serve the public interest. What if...
  • corporations were required to have a clear purpose, to be fulfilled but not exceeded.
  • corporations' licenses to do business were revocable by the state legislature if they exceeded or did not fulfill their chartered purpose(s).
  • the state legislature could revoke a corporation's charter for a particular reason, or for no reason at all.
  • the act of incorporation did not relieve corporate management or stockholders/owners of responsibility or liability for corporate acts.
  • as a matter of course, corporation officers, directors, or agents could be held criminally liable for violating the law.
  • state (not federal) courts heard cases where corporations or their agents were accused of breaking the law or harming the public.
  • directors of the corporation were required to come from among stockholders.
  • corporations had to have their headquarters and meetings in the state where their principal place of business was located.
  • corporation charters were granted for a specific period of time, like 20 or 30 years (instead of being granted "in perpetuity," as is now the practice.)
  • corporations were prohibited from owning stock in other corporations in order to prevent them from extending their power inappropriately.
  • corporations' real estate holdings were limited to what was necessary to carry out their specific purpose(s).
  • corporations were prohibited from making any political contributions, direct or indirect.
  • corporations were prohibited from making charitable or civic donations outside of their specific purposes.
  • state legislatures set the rates that corporations could charge for their products or services.
  • all corporation records and documents were open to the legislature or the state attorney general.
ALL OF THESE PROVISIONS WERE ONCE LAW IN THE STATE OF WISCONSIN. And similar ones were in effect in most other states.


BAD COMPANY: How to Civilize the Corporation

"If you can build environmental and other concerns into a companyís ordinary financial metabolism -- make them the warp and woof of the market calculus -- then the need for external regulation will be less. Very likely you will achieve your goals in a more elegant and efficient way...

"More broadly, thereís a need for more and better indicators of environmental well-being that establish a context of concern about these matters... The nationís current index of economic progress, the Gross Domestic Product or GDP, is perverse in this regard. It merely adds up all economic activity -- constructive or destructive. The more gas we guzzle, the worse the air gets and the more medical problems that result, the more the GDP goes up. Walk or ride a bike and the GDP goes down because you are spending less money. This is idiotic. The nation needs an index of economic well-being, not just of money spent...

"Ultimately the nation is going to have to revisit the question of corporate personhood, which the Supreme Court declared but never really justified. As long as corporations have the same speech rights as individuals, they will have more rights, because they have so much more by way of money and resources to make use of them...

"There is nothing strange or radical about the task. It is a traditionalist agenda that would restore the corporation to what it was supposed to be -- a way to mobilize economic resources to meet current human needs... Unless one believes that history has basically stopped, and all that remains is an expansion from an institutional status quo -- that is, unless one thinks like an economist -- then the kinds of government agencies and programs, corporations and the rest are going to have to change, along with changing needs."



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