what it is31 Jan 2006 05:13 pm
noinU eht fo etatS

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wicked sorry!!

–thanks!

This blog makes gloves-off, pointed, possibly offensive comments about the State of the Union – and it’s funny.

I live in a county of 30,000, which makes niceties like the local libraries near miracles. It also makes them small. I set out to offer you primary sources to back my information, but alas, I can’t get at that kind of stuff like I could in Ann Arbor (where I lived until late 2004) with its mammoth university libraries. Instead, I’m stuck with the secondary source I’d hoped to better: ‘Unequal Protection’, Thom Hartmann, Rodale/St. Martin’s, 2002.

Now, don’t get me wrong—it’s a fine book, and written by a real patriot (who lives, I believe, somewhere in New England). And the chapter (5) relevant to our discourse is the book’s most heavily footnoted. But I wanted to be able to quote actual state and national laws from the late 18th Century, and this book doesn’t help me there.

Instead Hartmann cites Jane Anne Morris, notes that she is affiliated with the Program on Corporations, Law, and Democracy, and then lists her many discoveries without citing the exact papers as I’d have preferred.

Nevertheless, the chapter’s opening is worth quoting:

(Jane Anne Morris) discovered that on the eve of his becoming Chief Justice of Wisconsin’s Supreme Court, Edward G. Ryan said ominously in his 1873 address to the graduating class of the University of Wisconsin Law School, “(There) is looming up a new and dark power…the enterprises of the country are aggregating vast corporate combinations of unexampled capital, boldly marching, not for economical conquests only, but for political power… The question will arise and arise in your day, though not perhaps fully in mine, which shall rule—wealth or man [sic]; which shall lead—money or intellect; who shall fill public stations—educated and patriotic freemen, or the feudal serfs of corporate capital…�

In researching 19th Century laws regulating corporations, Morris found that in Wisconsin—as in most other states at the time:

- Corporations’ licenses to do business were revocable by the state legislature if they exceeded or did not fill their chartered purpose(s).

- The state legislature could revoke a corporation’s charter if it misbehaved.

- The act of incorporation did not relieve corporate management or stockholders/owners of responsibility or liability for corporate acts.

- As a matter of course, corporate officers, directors, or agents couldn’t break the law and avoid punishment by claiming they were “just doing their job� when committing crimes, but instead 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 corporations were required to come from among the 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 “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 wheat 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 contributions/donations outside of their specific purposes.

- State legislatures could set the rates that some monopoly corporations could charge for their products or services.

- All corporation records and documents were open to the legislature or the state attorney general.

End quotation.

This, however illuminating, isn’t as decisive as I’d have preferred. Therefore anyone with access to a large library is welcome to either second or debunk my admittedly limited source.

Better yet, I implore anyone with knowledge of an internet resource concerning early American corporate law to share it!

In summary, the book is worth reading (if only to argue with it, although to me its premise and conclusions seem indisputable).

The explosive growth of corporate power in the Gilded Age and since has drastically altered—some of us would say ‘corrupted’—the founders’ 18th Century republic.

Well, we’ve still got power (fingers crossed!). Maybe we’ll get to view that little sporting event in Detroit tomorrow after all. (But I think I’ll skip the corporate adverts!)

Cheers.