Comment by JumpCrisscross | Hacker News Reader

Comment by JumpCrisscross | Hacker News Reader

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> a corporate death penalty

This is a silly idea if you think about it.

Companies are packets of assets and obligations. Liquidations usually involve shareholders pulling the plug. If the shareholders want the company to keep going but the government doesn’t, when you liquidate the assets, the old shareholders will simply re-purchase them and re-hire the same (or a similar) team. Not a lot done except hosing creditors and enriching lawyers.

Okay, so you ban former shareholders from buying. Who is most likely to be able to do the fire sale diligence? A competitor. Now you have a policy that promotes industrial concentration.

Fine, ban competitors. At this point, few deeply knowledgeable about the assets can bid. In most cases, a deep discount bid will take the cake. So a wealthy person will get assets at a discount from pension plans and individual investors.

Applying concepts like a “death penalty” to legal fictions is emotionally satisfying but economically dubious. I am actually surprised it hasn’t been suggested as a solution by large-company lobbyists. It creates lots of legal work. A back door for wiping out debts. And it enriches wealthy clients while sidestepping real consequences.

It's a fantastic idea.

Shareholders, who the Board of Directors claim to be beholden to, would lose everything. The company would get liquidated to the highest buyer. Shareholders would be incentivized to not support crimes or strategies that would lead to corporate execution and Board members would be legally bound and liable if that happened.

It doesn't support industrial concentration. All the company needs to do to avoid executation is to not commit the most egregious crimes. Is that really such a hard ask? No, it isn't.

> The company would get liquidated to the highest buyer

Who do you think gets the liquidation proceeds? If not the shareholders, one, that’s expropriation, which rule-of-law countries try to avoid. And two, that’s easier achieved with a fine.

For businesses requiring a license, suspending licenses could kill a business. Otherwise, “death penalty” is, at best, an expensive way to levy a fine and, at worst and most likely, inchoate.

OK, shareholders might get some proceeds after secured and unsecured creditors, but as I am sure you're aware, share prices are generally a multiple of book value. With a corporate death penalty, the net present value of the expected future earnings of the company is 0.

A fine can be paid and the organization simply continues. But the point of the corporate death penalty is that the organization ceases to operate; executives and board members lose their plum positions in ignominy; shareholders lose enormous value; and the rotten people and incentive structures in the organization are scattered into the wind.

I'm not sure why liquidating the assets is taken as given.

I would be much more amenable with the idea of destroying them.

Any trademarks are revoked, any copyrighted works are now PD, etc. Physical assets are destroyed and put in landfills. If they own a building, tear it down, make it a park.

why not do something like civil forfeiture? liquidate it n keep the money

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