Anyone know much about corporate law?

zabu of nΩd

Free Insultation
Feb 9, 2007
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I just read about it on wikipedia. Pretty interesting topic, and pretty much absent from our public education for most people.

What are people's thoughts on the growing political freedoms of corporations in recent history, and the ways they have helped/harmed society?
 
Some interesting excerpts to read:

"In medieval Europe, churches became incorporated, as did local governments, such as the Pope and the City of London Corporation. The point was that the incorporation would survive longer than the lives of any particular member, existing in perpetuity. The alleged oldest commercial corporation in the world, the Stora Kopparberg mining community in Falun, Sweden, obtained a charter from King Magnus Eriksson in 1347. Many European nations chartered corporations to lead colonial ventures, such as the Dutch East India Company or the Hudson's Bay Company, and these corporations came to play a large part in the history of corporate colonialism."

"In the late 18th century, Stewart Kyd, the author of the first treatise on corporate law in English, defined a corporation as, 'a collection of many individuals united into one body, under a special denomination, having perpetual succession under an artificial form, and vested, by policy of the law, with the capacity of acting, in several respects, as an individual, particularly of taking and granting property, of contracting obligations, and of suing and being sued, of enjoying privileges and immunities in common, and of exercising a variety of political rights, more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation, or at any subsequent period of its existence.'"

"In the United States, government chartering began to fall out of vogue in the mid-19th century. Corporate law at the time was focused on protection of the public interest, and not on the interests of corporate shareholders. Corporate charters were closely regulated by the states. Forming a corporation usually required an act of legislature. Investors generally had to be given an equal say in corporate governance, and corporations were required to comply with the purposes expressed in their charters. Many private firms in the 19th century avoided the corporate model for these reasons (Andrew Carnegie formed his steel operation as a limited partnership, and John D. Rockefeller set up Standard Oil as a trust). Eventually, state governments began to realize the greater corporate registration revenues available by providing more permissive corporate laws. New Jersey was the first state to adopt an "enabling" corporate law, with the goal of attracting more business to the state.[12] Delaware followed, and soon became known as the most corporation-friendly state in the country after New Jersey raised taxes on the corporations, driving them out. New Jersey reduced these taxes after this mistake was realized, but by then it was too late; even today, most major public corporations in the United States are set up under Delaware law."

"In 1844 the British Parliament passed the Joint Stock Companies Act, which allowed companies to incorporate without a royal charter or an Act of Parliament.[16] Ten years later, limited liability, the key provision of modern corporate law, passed into English law: in response to increasing pressure from newly emerging capital interests, Parliament passed the Limited Liability Act of 1855, which established the principle that any corporation could enjoy limited legal liability on both contract and tort claims simply by registering as a "limited" company with the appropriate government agency."

"By the end of the 19th century the Sherman Act, New Jersey allowing holding companies, and mergers resulted in larger corporations with dispersed shareholders. (See The Modern Corporation and Private Property [20] The well-known Santa Clara County v. Southern Pacific Railroad decision began to influence policymaking and the modern corporate era had begun."
 
"Berle and Means researched the consequences of ownership and control being separate. As businesses grow and shareholders increase in number, any shareholdings that directors have will be a proportionally smaller capital stake. Directors' income will derive mostly from return on their labor as directors, not from their capital investment. If their motivation is purely pecuniary, 'the owners most emphatically will not be served by a profit seeking controlling group'"
 
There are plenty of non-legalese issues at hand. "Separation of property ownership and control" is one of the central ones.
 
zabu of nΩd;9933549 said:
What are people's thoughts on the growing political freedoms of corporations in recent history, and the ways they have helped/harmed society?

I'd like to more specifically discuss this; I'm not sure which particular examples you're referring to, but I think we can agree that this has to do with a drastic shift in epistemological priorities and sociopolitical organization.

In feudal societies the king and nobility were the content that dictated economic activities and transactions. Government controlled economy; whereas, in modern capitalism, this has reversed. The figureheads that used to be at the helm have been removed of content; the economy itself is now what dictates its own progress, much to the chagrin of those political officials who attempt to control it.

It's true that there are those who appear to aid the economy in its merciless and careless march onward; but I would argue that these people are merely acting on behalf of the economy, so to speak, rather than providing the fundamental power the economy needs. The capitalist economy is the resource of its own power; those that support it (in both ethical and unethical ways) are merely the agents of this power.

Lastly, there's a very good novel by Richard Powers called Gain that looks imaginatively at a corporation and its impact on individual lives.

gain2009.jpg
 
Controlling the means of exchange is controlling the economy.

Incorporating is merely the process by which you subjugate your entrepreneurial endeavors to the legal framework of the state, for the purpose of either revenue collection by the state and/or revenue collection from the state.

The City of London leading the way in incorporating is notable. It is all about controlling/profiting from the population.
 
What about finance capital? To me, this represents an adaptation of capitalism wherein value isn't regulated by the state.

Unless the loans are made in fungible commodities, which are traded directly, a national currency must be utilized by default. Inflation is inherent in a fiat currency, which is a tax, and the state/issuing bank retains all rights. By using the currency you submit to the rules of the accompanying system as well as to all applicable taxes, direct or indirect.
 
Okay, I think I understand that; but I've been led to believe that finance capital is a way of circumventing (so to speak) the use of currency as an instrument, and thus isn't effected by currency inflation.

Wikipedia gives a brief description of this, but it isn't backed by any outside sources. It's also the way certain theorists such as Fredric Jameson have suggested finance capital operates.
 
Okay, I think I understand that; but I've been led to believe that finance capital is a way of circumventing (so to speak) the use of currency as an instrument, and thus isn't effected by currency inflation.

Wikipedia gives a brief description of this, but it isn't backed by any outside sources. It's also the way certain theorists such as Fredric Jameson have suggested finance capital operates.

I think you confused inflation with changes in interest rates. By using finance capital you cut out the banks, which do not use accumulated capital to fund the loans, instead creating the money from thin air as it were through the fractional reserve system and their partnership with the central bank.

While financial capital avoids causing inflation by the aforementioned process, the value of the balance in dollars (or any other fiat currency) is still subject to inflation or deflation due to normal central bank and market mechanisms.
 
I have another topic/series of questions involving corporate law. Should it be so easy for them to move jobs overseas? And then why are they taxed so leniently while doing this (and damaging the US economy)?

And I'd be surprised to see anyone question the legitimacy of the campaign finance court decision. Fucking ridiculous.
 
I'd like to more specifically discuss this; I'm not sure which particular examples you're referring to, but I think we can agree that this has to do with a drastic shift in epistemological priorities and sociopolitical organization.
I haven't followed this topic much, so my thoughts are pretty scattered and uninformed right now. It just occurred to me to start looking at the various specific freedoms that have been granted to corporations over time (and even the procedures that have been part of its original framework all along) and consider the benefits and risks that each has brought upon society.

Here's a short list of 'corporate advances' from the top of my head -- let's see how many different risks and sacrifices we take on for the sake of economic growth:

Liability limitation: there is a very good reason for having this in the first place -- running a large business creates vast amounts of liability (i.e. the potential for products to cause unanticipated harm to consumers) which business owners don't exactly deserve. The problem comes when so many different lines have to be drawn to determine which types of liabilities the business owners do and don't deserve -- thus spawning the mire of laws, procedures, loopholes, etc. that we have to deal with today.

Stock: a fascinating mechanism for raising huge amounts of cash and often never having to pay it back. It's opened up a whole world of exploitation, but at the same time has empowered average people to share in the lucrative opportunities of business without actually having to run one.

Stock dividends: typically not paid out by publicly traded corps these days. This makes investment far more of a crapshoot due to the lack of a steady, reliable income.

Outsourcing of labor: fucks over local workers, of course. May or may not fuck over foreign workers depending on the work conditions of their localities. I have to wonder how many new modern economies this phenomenon has created, though -- especially in Asia, where countries that used to house the sweatshops of American industry are now thriving independently.

Plenty of others to discuss, but that's enough typing for now.

It's true that there are those who appear to aid the economy in its merciless and careless march onward; but I would argue that these people are merely acting on behalf of the economy, so to speak, rather than providing the fundamental power the economy needs. The capitalist economy is the resource of its own power; those that support it (in both ethical and unethical ways) are merely the agents of this power.
I would not be this generous to a lot of business owners, who often have more than enough financial security to consider making life better for their workers and consumers rather than growing the business, but I would agree that there are many economic power players who are more a part of "The Machine" than independent agents. A very interesting case of this is the relationship between the managers and shareholders of public companies. Shareholders can create an immense amount of pressure on executives to grow a company's revenue no matter what.

Incorporating is merely the process by which you subjugate your entrepreneurial endeavors to the legal framework of the state, for the purpose of either revenue collection by the state and/or revenue collection from the state.

The City of London leading the way in incorporating is notable. It is all about controlling/profiting from the population.
Let's not get ahead of ourselves. The basic purpose of incorporation is to protect business owners from absurd amounts of liability, and I think this is a worthy aim.
 
zabu of nΩd;9934846 said:
Let's not get ahead of ourselves. The basic purpose of incorporation is to protect business owners from absurd amounts of liability, and I think this is a worthy aim.

I am actually going back to the beginning, not getting ahead. Also, the liability benefit is a red herring, and even arguably unethical.
 
As a general comment from someone who practises corporate law and is every day involved with suing or defending both companies and directors, I don't think there is anything wrong with the separation of corporation and individuals per se. The extent to which one can "see through" the company and sheet liability and responsibility back to directors is essentially an issue of government regulation. In Australia at least the balance between scrutiny/responsibility and overregulation is, in my experience, not too bad. Civil penalties for directors' breaches do remain relatively soft however.

One of the biggest macro level problems I see is the ability of directors who have acted irresponsibly toward shareholders or creditors to cut loose the corporate vehicle and set up a new company in the same area. Particularly if it is a business where the main asset is client goodwill, it is quite easy to get clients to follow to the new company, without the liabilities.

On a side note to vihris, outsourcing of labour is not an issue exclusive to the corporation.
 
I think you confused inflation with changes in interest rates. By using finance capital you cut out the banks, which do not use accumulated capital to fund the loans, instead creating the money from thin air as it were through the fractional reserve system and their partnership with the central bank.

While financial capital avoids causing inflation by the aforementioned process, the value of the balance in dollars (or any other fiat currency) is still subject to inflation or deflation due to normal central bank and market mechanisms.

If everything goes back to currency/money (which, as far as I can tell, it has to), then I see what you're saying; but why does the wiki article say "Where no one form of money is agreed to have reliable value"? If this is the case, doesn't value take on a further nebulous, abstract quality by being removed from currency? I have absolutely no idea how this works, but how can inflation be applied to such value when there is no agreed upon currency-exchange, and thus no agreed upon inflation rate?

zabu of nΩd;9934846 said:
I would not be this generous to a lot of business owners, who often have more than enough financial security to consider making life better for their workers and consumers rather than growing the business, but I would agree that there are many economic power players who are more a part of "The Machine" than independent agents. A very interesting case of this is the relationship between the managers and shareholders of public companies. Shareholders can create an immense amount of pressure on executives to grow a company's revenue no matter what.

Exactly; and it's incredibly difficult to operate ethically under the pressure to make vast amounts of money. There's a discrepancy between the the ethics and values that we proclaim as human beings and the actions we're pushed toward by capitalism. It's as though we've imposed limitations and restrictions upon ourselves by an ethical system that is completely antithetical to the way our economic system operates.

Slavoj Žižek says that people we deem as "unethical" (he uses Madoff as an example) are simply "embodying the system" of capitalism. It's irrelevant to use terms such as unethical or immoral in this situation, because the capitalist system itself doesn't operate by such ideals. We've imposed them onto a system which urges us to do otherwise. Rather than critique/punish the people who perform questionable (or illegal) actions, we should be critiquing the system that drives them to do so.

EDIT: I just want to point out that when I cite people and their opinions/arguments, I'm not necessarily ascribing to them; I just want to throw more ideas into the mix. For instance, while I think that Žižek has a point about the discrepancy between beliefs and actions (what we say and what we do), I'm not sure I agree that just because a system evolves in a certain direction, we should be be critiquing our own actions based on its inherent characteristics. Why can't people be urged to operate ethically in an inherently unethical (by human standards) system? Žižek makes the argument because he wants a drastic and complete overhaul of the capitalist system itself; he uses the unethical qualities of capitalism to suggest we need a more ethical system.

But it's possible the capitalism could still work if the people who participate choose to act ethically; it just isn't probable that they'll do so.
 
If everything goes back to currency/money (which, as far as I can tell, it has to), then I see what you're saying; but why does the wiki article say "Where no one form of money is agreed to have reliable value"? If this is the case, doesn't value take on a further nebulous, abstract quality by being removed from currency? I have absolutely no idea how this works, but how can inflation be applied to such value when there is no agreed upon currency-exchange, and thus no agreed upon inflation rate?

I am going to citation and/or further explanation, as I am not quite sure what you are referring to. But as to your initial statement, yes. When you control the means of exchange you control exchanges, even if only indirectly. Since exchange is the foundational act of an economy, this is an enormous amount of control/power.

I will attempt to address your submission regarding ethics vs profit when I have the time, but my short answer is when you ask the wrong questions you get worthless answers.