If in the 1886 Supreme Court Decision" artificial persons were held to have exactly the same legal rights as we natural folk" wouldn’t this give corporations the right to vote and be elected to office? Could an IBM Machine become President of the United States? (Assuming this has not already occured?)
Link to article referred:
How can a corporation be legally considered a person?
Leaving out the obvious jokes of “It already happened in 2000,” I would say the simple use of the word “person” in the relevant passages overrules it. Corporations may have all the rights as a person, but legally, they are still totally different entities.
Remember, the Bill of Rights is worded as “The government shall not infringe upon the (right) of The People.” Plural. Which is one of the reason they are afforded those rights - Corporations are ultimately just made up of The People. But the sections regarding who can be president are quite clearly singular - only a single person can be prez, not a group.
The law differentiates between natural and artificial persons. Artificial persons are not generally allowed to run for elective office.
Ah, “not generally”! So you’re saying in some cases they could! That sort of explains party politics…
Actually, when I think of the last four or five Presidents, I suspect that they’re all pretty much “artificial” persons.
I’ve been reading up on what’s required to incorporate, and it seems all that is required is picking a name and filing a few pieces of paperwork with the appropriate state. Practically zero oversight.
Curiously, I’ve been able to find very little about disincorpration. Obviously the shareholders can vote to dissolve a company, but I think it would be interesting if there were some process to petition the appropriate authorities to revoke the charter of a corporation the public felt was behaving badly.
It would require a rather sweeping change in the way businesses operate if they actually had to keep more than just their shareholders happy.
What oversight is needed to form a corporation? Just forming a corporation isn’t an earth-shattering decision.
Having said that, there is a little more to it in terms of operating the corporation. You have to hold annual, minuted meetings, issue reports to stockholders, file returns, and that sort of thing. The level of detail grows with the complexity of the company. If its a one-man corporation, it’s very simple. If it’s a corporation with multiple shareholders, it gets complex. The process works quite well, actually.
I think the “corporations are evil” thing is one of the weirdest, most misplaced beliefs around. The sins of big corporations are sins of BIG BUSINESS, not of corporations. Rich people and big businesses were screwing the common man and influencing politicians long before 1886, and for that matter they screw the common man in countries outside the USA where that Supreme Court precedent has no meaning. Getting rid of corporations and expecting this to change is like getting rid of rubber hoses and expecting torture to cease to exist.
A “corporation” is just a particular way of organizing a business. If you got rid of it you’d have the same problems being caused by partnerships or associations or whatever other legal status would be conferred on them. Instead of Enron the Corporation robbing people, Enron the Association or Enron The Proprietorship or something would rob people. And you’d cause a lot of problems in terms of inefficiency and waste, and you’d seriously screw a lot of small businesses and not-for-profit organizations.
In US law, a single-proprietorship or a partnership is easier to effectively punish than is a corporation. Partners are fully liable for the actions of their company. Corporate officers are not. If they were, then there would be no need at all to worry about “piercing the corporate veil”.
Dogface, I’m fairly certain the directors of a corporation are legally liable for its actions. I know of some who have gone to prison.
At least to my eyes it is obvious that the problem is money and influence, not “corporations.” Kenneth Lay absolutely IS legally liable for what happened under his watch. That he has not yet been sent to prison is not a function of Enron being a corporation, but rather is a function of his being rich, having powerful lawyers, and being able to hire and use minions to do his dirty work.
Corporate officers are fully liable for their own actions in their capacity as officers. The limited liability is for shareholders. If you buy 100 shares in IBM, the most you can lose is your investment. You cannot be sued and lose your house for something IBM does.
Contrary to Cecil’s implication, the Supreme Court has clearly upheld the constitutionality of the ban on corporate campaign donations. This ban has been present since 1907. For example, in FEC v. NATIONAL CONSERVATIVE PAC, 470 U.S. 480 (1985), the Court said " We upheld this limitation on solicitation of contributions as applied to the National Right to Work Committee, a corporation without capital stock, in view of the well-established constitutional validity of legislative regulation of corporate contributions to candidates for public office."
See this common cause page for links to other Supreme Court rulings
While any one can sue any one, courts will ask whether the action in questions was an action of the corporation or the individual. Even if a suit against an officer/director individually is allowed to proceed, the corporation will typically indemnify the director/officer. Thus, it is not typical for a director/officer to face personal liability for his/her corporate actions; but there are numerous exceptions, the biggest one being when shareholders sue their own directors. In these cases, directors/officers are generally shielded by the business judgment rule for acts in their capacities as directors/officers (unless they have acted disloyally to the corporation). The business judgment rule limits liability for actions consistent with the actions of a reasonably prudent businessperson. Therefore, if Dow’s officers and directors listened to their best engineers and considered things thoroughly before building the Bhophal plant, they should not have personal liability for the horrible deaths of all those people. (Ignoring questions of international law.) Dow, however, will be liable if the victims sue Dow in court and show that it was negligent to build the plant the way it was done.
Enron is interesting because it probably involves a breach of loyalty situation–officers/insiders were getting personal benefits from their ownership of the off-balance sheet vehichles that caused all the problems–in this they were disloyal to the corporation by siphoning off profits that were corporate assets. Therefore, even if Ken Lay manages to shield himself with the business judgment rule, he may be backstabbed by the disloyalty problem.
(None of this has anything to do with whether corporations have First Amendment rights, of course.)