Corporations Are Not People: Why They Have More Rights Than You Do and What You Can Do About It (35 page)

25
. “Digital May Fire 15,000; Major Restructuring If Buyout by Compaq Okd,”
San Francisco Chronicle,
May 7, 1998,
http://articles.sfgate.com/1998-05-07/business/17722530_1_chief-executive-robert-palmer-digital-compaq
(accessed June 15, 2011).

26
. Kerr,
Corporate Free Speech Movement.

27
. AFL-CIO, “Trends in CEO Pay,” 2011,
http://www.aflcio.org/corporatewatch/paywatch/pay/
(accessed March 30, 2011).

28
. The rare exceptions are those affiliated with national lobbying groups such as Emily’s List or the National Association of Broadcasters.

29
. Thomas Edsall, “Obama Seeks to Kill Hedge Fund Tax Break,”
Huffington Post,
February 26, 2009,
http://www.huffingtonpost.com/2009/02/26/will-the-taxman-cometh_n_170082.html
(accessed March 30, 2011).

30
. Ibid.

31
. Charles Ferguson’s film
Inside Job
is a devastatingly accurate telling of the Citigroup story and Wall Street’s takeover of the government that should have been regulating the financial markets.

32
. Del Jones and Edward Iwata, “CEO Pay Takes a Hit in Bailout Plan,”
USA Today,
September 9, 2008,
http://www.usatoday.com/money/companies/management/2008-09-28-executive-pay-ceo_N.htm
(accessed June 15, 2011).

33
. Strategic Management, “As Citigroup Increases Its High-Skilled Headcount in India, Will Others Follow?”
http://knowledge.wharton.upenn.edu/india/article.cfm?articleid=4187
(accessed April 11, 2011).

34
. Mitchell Martin, “Citicorp and Travelers Plan to Merge in Record $70 Billion Deal: A New No. 1: Financial Giants Unite,” April 7, 1998,
http://www.nytimes.com/1998/04/07/news/07iht-citi.t.html
(accessed April 11, 2011).

35
. “The Long Demise of Glass-Steagall,”
Wall Street Fix,
PBS, May 8, 2003,
http://www.pbs.org/wgbh/pages/frontline/shows/wallstreet/weill/demise.html
(accessed April 11, 2011).

36
. Martin, “Citicorp and Travelers.”

37
. Eric Dash and Louise Story, “Rubin Leaving Citigroup; Smith Barney for Sale,” January 9, 2009,
http://www.nytimes.com/2009/01/10/business/10rubin.html?_r=1&hp=&adxnnl=1&adxnnlx=1302539819-6L7mz3lTxoRdG8bYITETvQ
(accessed April 11, 2011).

38
. Ibid.

39
. Hacker and Pierson,
Winner-Take-All Politics,
p. 69.

40
. Stiglitz,
Freefall,
p. 162.

41
. Ibid.

42
. Robert B. Ekelund and Mark Thornton, “More Awful Truths About Republicans,” Ludwig von Mises Institute, September 4, 2008,
http://mises.org/daily/3098
(accessed June 15, 2011).

43
. David Corn, “Foreclosure Phil,”
Mother Jones,
Spring 2008,
http://motherjones.com/politics/2008/05/foreclosure-phil
(accessed April 11, 2011).

44
. To resolve a federal criminal investigation of its conduct in 2009, UBS admitted that “beginning in 2000 and continuing until 2007, UBS… participated in a scheme to defraud the United States and its agency, the IRS, by actively assisting” rich customers to conceal assets at UBS in order to avoid taxes that otherwise were due to the United States. See
United States
v.
UBS,
U.S. S.D. Fla., 09-60033-CR, Deferred Prosecution Agreement.

45
. Corn, “Foreclosure Phil.”

46
. Patrice Hill, “McCain Adviser Talks of ‘Mental Recession,’”
Washington Times,
July 9, 2008,
http://www.washingtontimes.com/news/2008/jul/09/mccain-adviser-addresses-mental-recession/
(accessed April 11, 2011).

1
. James Madison, Virginia Ratifying Convention, June 20, 1788,
http://press-pubs.uchicago.edu/founders/documents/v1ch13s36.html
(accessed April 28, 2011).

2
.
First National Bank of Boston
v.
Bellotti,
435 U.S. 765 (1978).

3
. Bank of America (admitted to illegal bid rigging in municipal bond market);
United States
v.
General Motors,
186 F.2d 562 (1951) (convicted of conspiracy to destroy public transportation);
United States
v.
General Motors Corp.,
121 F.2d 376 (1941), cert. denied 314 U.S. 618 (1941), rehearing denied, 314 U.S. 710 (1941) (criminal antitrust conviction upheld);
United States
v.
Credit Suisse
(2009) (“admits that it committed crimes and systematically violated both U.S. and New York State laws by moving hundreds of millions of dollars illegally through the U.S. financial system on behalf of entities subject to U.S. economic sanctions”);
United States
v.
UBS
(2009) (admitted that it conspired to “defraud the United States by impeding the Internal Revenue Service”);
United States
v.
Deutsche Bank
(2010) (admitted that it “unlawfully, willingly and knowingly participated in financial transactions execution in connection with a number of tax shelter transactions” resulting in $29 billion in bogus tax benefits);
United States
v.
WellCare Health Plans
(2009) (admitted that it “knowingly and willingly conspired, confederated and agreed with others to execute and attempted to execute a scheme and artifice to
defraud two health care benefit programs: the Florida Medicaid program and the Florida Healthy Kids Corporation program”);
United States
v.
Volvo
(2008) (admitted that “employees agents and distributors paid kickbacks to the Iraqi government in order to obtain contracts for the sale of trucks and heavy commercial equipment”). BP’s crimes are too numerous to include here and are identified in the text.

4
. Greenfield,
Failure of Corporate Law,
p. 76.

5
.
Young
v.
National Association for the Advancement of White People,
35 Del.Ch. 10, 109 A.2d 29 (1954).

6
. More than 5,600 people have joined the “Revoke BP’s Charter” Facebook page,
http://www.facebook.com/pages/Revoke-BPs-Corporate-Charter/121706904534835
(accessed July 29, 2011).

7
. The letter from Gary Ruskin at Green Change to Attorney General Beau Biden is available at
http://www.greenchange.org/article.php?id=5947
(accessed April 23, 2011).

8
. Amicus brief,
Nike
v.
Kasky,
2003 WL 835523 (2003).

9
. Ibid.

10
. Charles de Secondat Montesquieu,
The Spirit of Laws: A Compendium of the First English Edition
(Los Angeles: University of California Press, 1977), p. 130.

11
. See Daniel J. H. Greenwood, “Enronitis: Why Good Corporations Go Bad,”
Columbia Business Law Review,
Vol. 2004, no 3 (2004), pp. 773-848.

12
. Sheldon Whitehouse, speech to the U.S. Senate, “Whitehouse Slams Corporate Influence at MMS, Proposes Legislation to Defend Integrity of Government,” June 17, 2010,
http://whitehouse.senate.gov/newsroom/press/release/?id=90941d79-ae11-496c-b541-34dbb0969848
(accessed July 30, 2011).

1
. Jamie Raskin, quoted in “Group Calls for Constitutional Amendment to Overturn High Court’s Campaign Finance Ruling,”
The Public Record,
January 21, 2010,
http://pubrecord.org/multimedia/6674/congresswoman-professor-movement/
(accessed July 30, 2011).

2
. Theodore Roosevelt, First Annual Address, December 1, 1901.

3
. See Thomas E. Baker, “Exercising the Amendment Power to Disapprove of Supreme Court Decisions: A Proposal for a ‘Republican Veto,’” 22 Hastings Const. L.Q. 325, 331 (1995) (“By invoking the Article V power, ‘we the people’ may exercise a ‘republican veto’ to check the High Court’s hermeneutical tendency toward judicial oligarchy.”)

4
. Several bills have been introduced in Congress, some of which focus more narrowly on campaign finance or corporate speech, rather than the principle that constitutional rights are for people, not corporations. These are available at the Free Speech for People Web site,
http://www.freespeechforpeople.org.

5
. Ibid.

6
. Chuck Baldwin, “Corporate America: Freedom’s Greatest Threat,”
News with Views,
July 7, 2007,
http://www.newswithviews.com/baldwin/baldwin385.htm
(accessed July 30, 2011).

7
. See Akhil Reed Amar,
America’s Constitution: A Biography
(New York: Random House, 2005), and David E. Kyvig,
Explicit and Authentic Acts: Amending the Constitution, 1776-1995
(Lawrence: University Press of Kansas, 1996).

8
. Greenfield,
Failure of Corporate Law,
is very helpful in this regard.

9
. Ibid., p. 127.

10
..Delaware Code, Title 8,
Chapter 1
, Section 284,
http://delcode.delaware.gov/title8/c001/sc10/index.shtml#;284
(accessed July 30, 2011).

11
.
Young
v.
National Association for the Advancement of White People,
35 Del.Ch. 10, 109 A.2d 29 (1954);
Craven
v.
Fifth Ward Republican Club,
37 Del.Ch. 524, 528, 146 A.2d 400, 402 (1958).

12
.
Craven
v.
Fifth Ward Republican Club,
ibid.

13
. Kent Greenfield, “A Campaign Funding Mess,”
Boston Globe,
January 23, 2010,
http://www.boston.com/bostonglobe/editorial_opinion/oped/articles/2010/01/23/
a_campaign_funding_mess/
(accessed April 24, 2011).

14
. See B Corp,
http://www.bcorporation.net/.

15
. Hofstra Professor Daniel Greenwood has probed the undemocratic aspect of corporate law as we have come to accept it, the complexities of the states’ race to the bottom (or top, as some would have it), and the possibilities of progress by the “repoliticizing” of corporate law. See Daniel J. H. Greenwood, “Democracy and Delaware: The Mysterious Race to the Bottom/Top,”
Yale Law and Policy Review,
Spring 2005, pp. 381-454,
http://people.hofstra.edu/daniel_j_greenwood/html/Mysterious04.htm
(accessed June 18, 2011). See also Daniel J. H. Greenwood, “Democracy and Delaware: The Strange Puzzle of Corporate Law,” 2002,
http://people.hofstra.edu/Daniel_J_Greenwood/pdf/DemocAndDelGWU.pdf
(accessed June 16, 2011).

16
. SEC Rule 14a-11, “Facilitating Shareholder Director Nominations,” August 25, 2010,
http://www.sec.gov/rules/final/2010/33-9136.pdf
(accessed April 24, 2011).

17
. Commission on Governmental Ethics and Election Practices,
Guidebook for 2010 Gubernatorial Candidates: Runningfor Office in Maine,
August 20, 2009,
http://www.maine.gov/ethics/pdf/publications/2010_gubernatorial_guide_mcea_final.pdf
(accessed June 18, 2011).

18
.
McCommish
v.
Bennett,
Supreme Court Case No. 10-239;
Arizona Free Enterprise Club
v.
Bennett,
Supreme Court Case No. 10-238.

19
. Thomas Jefferson, letter to Samuel Kercheval, July 12, 1816.

1
. Handlin and Handlin,
Commonwealth,
p. 92 and n. 18.

2
.
Dred Scott
v.
Sandford,
60 U.S. 393 (1856).

3
.
Minor
v.
Happersett,
88 U.S. 162 (1874).

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