Corporate Law: Protecting Corporations From Us

But surely, if you presented this point to a teacher of corporations (or "business units"), she would say that the tools of constraining individuals' tendency to anti-social behavior can be used to constrain corporate entities. She would go on to say that limited liability and the requirement that outsiders deal with the business as a unit enable the accumulation of investment and managerial resources that are otherwise unattainable, achieving levels of economic and social productivity otherwise unreachable. You either want to deny those arguments and show why they are wrong, or accept them so far as to concede the need to balance benefits and harms arising from these devices of legal abstraction.

Pronouns are tricky here. "Owners" are comparatively widely dispersed, and are diverse in nature and social purpose. Large non-profit entities are also corporations, with personhood, using that legal identity in similar ways for both similar and dissimilar purposes. Your brush must be wide here, but not too wide.

How Did We Get Here?

This is potted history that compresses too much too fast. Perhaps you need a sentence that says "general incorporation laws," replacing the grant of corporate form as a privilege controlled directly by state legislatures, were the creation of the 19th century in the US?

In the U.S. court system, it has been ruled consistently and frequently that corporations are legal persons.

Well, isn't that tautological? The idea of incorporation is the creation of legal personality, so it would be surprising if the intention were unachievable by the means defined.

In two well-known modern-era cases, Buckley v. Valeo (1976) and Citizens United (2010), corporations quietly snatched up rights that took real people centuries of war and violence to attain, gaining the First Amendment's right to free speech, including the right to contribute to political campaigns.

Now you mean that the legal entities called corporations are "persons" within the meaning of the 14th amendment's guarantee that states will not deprive persons of due process of law, which has been taken to include a number of enumerated rights from the bill of rights. That's a secondary conclusion, made not in the late 20th century but in the 1870s. Buckley did not grant corporations the right to contribute to political campaigns. Corporate contributions to federal political campaigns were prohibited in a 1911 statute that Buckley (unlike Citizens United) did nothing to disturb. Your legal statements must be accurate for this essay to work.

Look at those dates a little closer and you will see that just a few moments passed between the time that real people, African-Americans, attained the rights of natural U.S. citizens and the time that corporations attained an even stronger right in the political scheme.

How does it look if you use the real dates?

Citizens of the United States may have the right to vote but corporations have the right to create the platforms for the electoral process through financing political campaigns and cherry-picking favorable candidates. The right to choose the candidates is much more powerful than the right to vote for the chosen candidates. Yet again, this was not enough protection.

I don't know what this means. If it depends on wrong law, perhaps it doesn't mean anything?

Corporations also sought the right "not to speak" as part of their First Amendment rights. In International Dairy Foods Association et al v. Attorney General of Vermont, a Federal Court overturned a district court decision and ruled that a Vermont labeling law, requiring corporations to label products containing recombinant bovine growth hormone in order to protect consumers from a dangerous genetically engineered product, was unconstitutional.

False. The Second Circuit held, 2-1 over Judge Leval's dissent, that a preliminary injunction should issue to prevent enforcement until the constitutionality of the law could be adjudicated in the trial court. That's why the "irreparable harm" test is in use in the sentence you quote.

Did you check to find out what happened after the grant of the preliminary injunction led to a trial? Your sloppiness about law here is very disquieting.

Corporations gained the right not to speak even when they knowingly injure real people. Corporations' rights were deemed greater than public health concerns. One can also look to a single case brought by the People of Anniston, Alabama against the multinational corporation, Monsanto, in which the Court thought it was acceptable that the people of Anniston were poisoned by Monsanto's actions and subsequent withholding of knowledge of dangerous chemicals used in Anniston. These are court decisions in the greatest system of justice in the history of the world but this is far from justice in my eyes.

Could you provide a citation, and some support? Once you have made a couple of legal errors in a draft, you predispose the reader to check you everywhere.

It is true that some corporations have helped to alleviate poverty, increase our production, make our lives easier and healthier, etc. but did the corporations and their owners intend these beneficial results or were the results just unintended consequences of their profit schemes?

And if those profit schemes are non-profit schemes?

The corporation has come into our lives, taken our property, taken our rights, taken our freedoms, taken our health, paralyzed us with illusory choices, and has recently sucked up all of our savings by convincing us that consumerism and materialism are productive systems of living.

"The corporation" has done this? Who is reifying now?

Once again, your rhetoric seems to push you further than you need to go in order to explore the idea you want to get across. I think the point of this draft is that legal personality should not be extended to endow corporate personality with the rights of natural persons under the 14th amendment. This has been a staple argument in the US since 1877. There's long history and much available literature. You don't need to be so strident, or to throw so wildly, in order to take advantage of it.

Corporations also sought the right "not to speak" as part of their First Amendment rights. In International Dairy Foods Association et al v. Attorney General of Vermont, a Federal Court overturned a district court decision and ruled that a Vermont labeling law, requiring corporations to label products containing recombinant bovine growth hormone in order to protect consumers from a dangerous genetically engineered product, was unconstitutional. The Court stated that "because the statute at issue requires appellants to make an involuntary statement whenever they offer their products for sale, we find that the statute causes the dairy manufacturers irreparable harm...he dairy manufacturer's right not to speak is a serious one that was not given proper weight by the district court." Corporations gained the right not to speak even when they knowingly injure real people. Corporations' rights were deemed greater than public health concerns. One can also look to a single case brought by the People of Anniston, Alabama against the multinational corporation, Monsanto, in which the Court thought it was acceptable that the people of Anniston were poisoned by Monsanto's actions and subsequent withholding of knowledge of dangerous chemicals used in Anniston. These are court decisions in the greatest system of justice in the history of the world but this is far from justice in my eyes.

These are tools that get dirty for the people who cannot stand taking responsibility for their own actions. They are more like gloves and these gloves have enough blood on them to bring the death penalty upon many of the corporations that exist in today's world.

We don't necessarily learn this in law school but corporate personhood is an oxymoron.

Let's get some minor things out of the way. For the most part, in American society, the word veil brings to mind weddings and beauty. A quick Google search allows one to see the goodness associated with the word. The corporate veil is not this type of veil. It is a veil as much as Hitler was a leader: it fits the definition but not exactly the first word that comes to mind. When looking beyond the euphemism, one sees the corporate veil more as a protective shield, or for that matter, as an army of protection that fights for personhood but against persons.

Same problem, Alan, except worse: this essay is 1,878 words, or 88% overlong. You don't use two words where one will do. You simply don't exercise at the larger scale the requirements of structure, sequence and organization you require of your sentences almost without fail.

Once again, you need to take this back from text into outline form, and edit the outline. What are the points, what's their order, how can they best be fit together so that the reader is led from the ideas most accessible to the ideas most new or productive, in a sequence that allows her to feel at each paragraph end that she has a clear sense of her direction of travel? When you have an outline that has gone through rigorous editing, then you can unpack it into the vigorous but economical prose that you use.

One of the original purposes for the corporation is that it lives past the existence of its members. They exist in perpetuity and they never die. But we should kill the corporation, at least as we know it today. More importantly, we should realize that our own creation of laws have faced us with the need to kill these non-living things. We don't necessarily learn this in law school but corporate personhood is an oxymoron.

In studying corporate law for the past three years, I have been instructed, on more than one occasion, to believe that the creation of the corporate veil and the advent of limited liability companies are two of the more important creations in the field of corporate law. This may be true. I was never instructed to ask of what, and to whom, are these creations important? In answering this question, I have realized that these are merely tools used by corporate owners (real people) to escape their social responsibilities. These are tools that get dirty for the people who cannot stand taking responsibility for their own actions. They are more like gloves and these gloves have enough blood on them to bring the death penalty upon many of the corporations that exist in today's world.

Let's get some minor things out of the way. For the most part, in American society, the word veil brings to mind weddings and beauty. A quick Google search allows one to see the goodness associated with the word. The corporate veil is not this type of veil. It is a veil as much as Hitler was a leader: it fits the definition but not exactly the first word that comes to mind. When looking beyond the euphemism, one sees the corporate veil more as a protective shield, or for that matter, as an army of protection that fights for personhood but against persons.

For many corporations, the sole purpose of the corporate veil and the limited liability corporate form is to protect the corporation's owners from facing human consequences. The corporate veil provides the necessary distance for corporate owners to escape social responsibilities in the name of profit and as if that weren't enough, the formation of a limited liability company builds a whole new level of defense, allowing owners to commit actions through their corporations without personal repercussion. Those same actions, if committed by a natural person, could be considered criminal actions and clear violations of human rights.

One would think that corporate owners would be content with a veil and limited liability protecting them from most forms of social responsibility but that was not enough to protect their profits. They desired an even stronger weapon to protect their asse[t]s. They wanted the convenience of picking and choosing when they should have the rights of natural persons. These profit-driven, often inhumane organizations have sought personhood in the court system throughout our country's history but only when it would be convenient for their profits to be deemed a natural person in the U.S. legal system.

Early on in our nation's history, courts and government officials were hesitant to give in to these requests. Andrew Jackson was wary, once stating that the problem with corporations is that they have "neither bodies to be kicked nor souls to be damned." But over time, as corporations gained power in American society, they not only attained the rights of natural persons but were also handed the rights of Superman without the expectations of saving the world and protecting society from evils. They were persons when they wanted to be but they were not to be punished as persons unless the courts were capable, and willing, to pierce their veil.

In the U.S. court system, it has been ruled consistently and frequently that corporations are legal persons. In two well-known cases, Buckley v. Valeo (1976) and Citizens United (2010), corporations quietly snatched up rights that took real people centuries of war and violence to attain, gaining the First Amendment's right to free speech, including the right to contribute to political campaigns. Look at those dates a little closer and you will see that just a few moments passed between the time that real people, African-Americans, attained the rights of natural U.S. citizens and the time that corporations attained an even stronger right in the political scheme. Citizens of the United States may have the right to vote but corporations have the right to create the electoral process through financing political campaigns and more or less cherry-picking favorable candidates. The right to make the election is much stronger than the right to vote. Yet again, these corporate owners were greedy, and decided that it was not enough for their corporations to gain the right to free speech, toss our country's democratic system into a flambé dish, and eat up our country's values as if it were just a typical dessert.

Corporations also sought the right "not to speak" as part of their First Amendment rights. In International Dairy Foods Association et al v. Attorney General of Vermont, a Federal Court overturned a district court decision and ruled that a Vermont labeling law was unconstitutional. That law required products containing recombinant bovine growth hormone to be labeled in order to protect consumers from a dangerous genetically engineered product. The Court stated that "because the statute at issue requires appellants to make an involuntary statement whenever they offer their products for sale, we find that the statute causes the dairy manufacturers irreparable harm...he dairy manufacturer's right not to speak is a serious one that was not given proper weight by the district court." Corporations have the right not to speak when they knowingly injured real people. Profit concerns for the multinational corporation involved in the case seemed to outweigh the public health concerns of real people. If that case does not do it for you, check out the court battles between Monsanto and the People of Anniston, Alabama, where the food conglomerate, Monsanto Corporation, in the name of profit, withheld knowledge about poisoning an entire town's worth of people. These are court decisions in the greatest system of justice in the history of the world.

These "natural persons" are slowly sweeping across every inch of our country and our planet, sucking up every power they can possibly find with high human costs. When natural persons have tried this in the past, they have always failed because somebody takes a stand against them. Napoleon tried this and lost at Waterloo. When Hitler tried this, the Allied Powers fought back with nuclear weapons. But when a multinational corporation tries this, we try them in court, place a veil over their head, and even in the instances when we pierce this veil, we only do so to ask for a small amount of money from their ever-deepening pockets in the politest way possible, only to hand the money back to them by purchasing their products in the near future. That is not an efficient market according to capitalism. It is a monetary inertia that exhibits little, if any, human progress.

If they are persons, they are persons that should be spending their lives in prison or at least at a psychiatric institution. There are reported studies concluding that if truly classified as persons, many corporations would fall under the classification of "psychopath." Instead of dealing with them properly, we have allowed them to place us in a panopticon, watching our every move to ensure that we are helpless in defending ourselves. They follow us in supermarkets to the point that they know what aisle our shopping carts are in at all times. They read our emails and know our friends. They "know if you've been bad or good" but they do not act like Santa Claus. Even if we could defend ourselves, corporations have an advantage over humans. They are legally immortal. Remember, they do not die. This is a clear advantage over people because if they want something from us, they can just wait until we die to get their hands on it. They have waited out Alaskan natives to take over entire tribal nation properties for oil-drilling purposes.

Some may argue that they have given us so much and I admit the truth in those statements. Some corporations have helped to alleviate poverty, increase our production, make our lives easier and healthier, etc. but did the corporations and their owners intend these beneficial results or were the results just unintended consequences of their profit schemes? The corporation has come into our lives, taken our property, taken our rights, taken our freedoms, taken our health, paralyzed us with illusory choices, and has recently sucked up all of our savings by convincing us that extreme consumerism and materialism are productive systems of living.

If a truly natural person tried to do all of that to you, how would you react? I would hope that you would find a way to stand up for yourself, whether by a legal battle or a bout of physical violence. But for most of us, it is easier to join them than to beat them, pretending that the possibilities corporatism presents to us at least makes the ride fun for our lives. So we accept all of that and sit back in our corporate clothes, on our corporate couches, watch corporate commercials, view corporate advertisements that try to convince us to consume corporate products and ensure that we stay seated comfortably on our couches.

I do not know if this is just some evolutionary twist that will work itself out but merely observing it is clearly disturbing. It is as if many of us have given up on the human instinct to survive. We have surrendered our freedom and our volition, the exact things that make us living persons, to a group of non-living entities.

After studying corporate law for three years, I have learned that the corporation is well protected. I was never instructed to ask whom they were protected from but the answer is people. It finally struck me why I found corporate law so interesting but wanted no part of it in my career search. Corporate law takes the rights of living things and hands those same rights to entities that are treated like spoiled children. Maybe those fines are sending the corporations to their rooms but they have everything they want in those rooms. There is secrecy, security, prosperity, and profit in those rooms. That is not punishment or deterrence; that is just bad parenting. We give them cause to do whatever they want without caring about the consequences and unlike spoiled children, they have enormous voting power.

There should and could be a middle ground. A legal regime where we can use corporations for the benefit of society, maintaining control over our lives and controlling their choices to ensure that they are responsible to life. We should not give up the great things that they provide but we should minimize the harms that they bring with them. Like the spoiled child, they have to act responsibly and they must mature. Until there is proof that a corporation is a contributing and functioning member of our society, I do not think they should have the rights of real persons.