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Comment by seneca | Hacker News Reader

> If a corporation is a legal person with inalienable rights (as the SCOTUS seems to have decided on)

Please stop repeating this nonsense. Corporate Personhood is a legal idea, and does not mean a "corporation is a legal person". Without corporate personhood, you wouldn't be able to sue a company for wrongdoing if the guilty employee quit, or even enforce basic contracts.

There are serious problems with corporations not being held liable, but the situation would be worse without Corporate Personhood, not better.

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I think the (now deeply ingrained) confusion stems from a misconception surrounding the Citizens United vs. FEC ruling, where the majority opinion in part cited campaign finance restrictions as a violation of First Amendment rights.

Since the Bill of Rights are protections of citizens rights, it has widely been misreported that this meant the SCOTUS ruling de jure recognized corporations to be citizens themselves.

This, of course, is not correct. The majority opinion in part says that "if the First Amendment has any force, it prohibits Congress from fining or jailing citizens, or associations of citizens, for simply engaging in political speech." The key phrase here being "associations of citizens", which the majority interpreted broadly to include corporations. This does not at all bestow personhood or citizenship upon corporations, legal or otherwise. It does afford corporations some protections as they are now legally recognized as "associations of citizens".

At the end of the day the corporation is still enjoying those rights. The majority chose to ignore the veil and freely pass along citizens rights the to association.

I agree, it was too broad an interpretation, since corporations already have a legal representation and are an economic entity, not a civil society association through which citizens relate to or exercise their political will.

You would sue guilty employees even if they quit and move to another company. I feel that would be much better for personal responsibility.

And the best part about this would be people cannot hide behind "I am just following orders."

Also, it would mean you usually would not recover anything since a corporation usually has deep pockets and your average employee is not even worth suing even if you could win.

True, but that may be a good thing. This may prevent people from suing for small infractions.

On other hand, let's say, if your average software developer knows that they can be sued into bankruptcy, then they will not release unfinished code and voice strong opposition to it. Thus shifting responsibility to middle managers. Now if middle managers know that they can be sued into bankruptcy, they will not override developers concerns and extend deadline and refuse to push unfinished product. Executives may try to override managers decisions but then responsibility shifts to them and they would not want to lose significant portion of their net worth. Board or managing-owners may try to override CEO, but then they will be responsible and they would not want to be personally sued and lose a portion of their personal wealth.

Yes this may not impact billionaire owners but that is a small number. Most companies will be more ethical and people will have a high degree of personal responsibility.

I think my issue with your hypothetical is that is assumed a company is already viable and in business. One of the primary advantages of a corporation or LLC is it’s limited liability. I.e., you can take a risk and if things don’t work out you can still personally recover. I suspect if we took the approach of your post, many, many fewer people would try their hand at starting a business because there are no limits to liability and much less capital to fund businesses if shareholders downside wasn’t capped.

I'm open to having misinterpreted the situation. How is corporate personhood not the same as a corporation being a legal person? I mean functionally, not semantically. If you would, help me understand why this is not a difference without distinction.

Please note I didn't pass any judgement on whether a corporate person is a useful construct or whether it should be abolished. I agree it serves a purpose and should continue to exist.

What I would argue is "limited liability" as it applies to and shields company owners shouldn't mean "free from consequences" for the corporation as an aggregate. If I'm reading your post correctly, we don't disagree there.

You can sue the government even though they aren't granted personhood.

Its harder to sue the government than you might think, see for example: https://en.wikipedia.org/wiki/Sovereign_immunity_in_the_Unit...

Regardless, the argument there isn't that you can't sue the government at all, but instead that the government is granted immunity for some subset of actions.

Going back to the original point, personhood is clearly not a requirement for being named in a suit. For more examples you can also see in rem cases, where the government sues property itself for civil forfeiture. 11 1/4 Dozen Packages of Articles Labeled in Part Mrs. Moffat's Shoo-Fly Powders for Drunkenness did not need personhood to be named in a lawsuit. https://en.wikipedia.org/wiki/United_States_v._11_1/4_Dozen_...

> but instead that the government is granted immunity for some subset of actions.

It's actually the opposite. You can only sue the government when they explicitly give you permission.

https://en.wikipedia.org/wiki/Sovereign_immunity_in_the_Unit...

The whole point I'm making here is that you can sue an entity without personhood.

That's right. I just pointed out the one of the pieces of evidence you used is slightly wrong. Suing the government is a very special case.

See the "Exceptions and abrogation" section of your own citation. It is indeed a (albeit large) subset of actions to which they can apply sovereign immunity.

Yes. All I'm trying to say is it's opt-in, not opt out. I don't find this particularly interesting or important so this is the last comment I'll make here.

Except it's not opt-in for a certain subset of actions of the government. For instance they can't block a discrimination suit on sovereign immunity grounds.

Civil forfeiture where govt sues "property" to seize it so they don't have to have a trial for the person owning said property is a shady dark pattern that shouldn't be cited as an ethical approach at all. Just my opinion.

It's not being cited as an ethical approach, only that the court system clearly doesn't require something to have full personhood in order to be sued.

‘Granted personhood’ doesn’t mean anything. The relevant legal term is ‘legal personality’. Governments certainly have legal personality. If they didn’t they wouldn’t be able to enter into contracts, file lawsuits, or... really make any claim to exist in any meaningful way.

Is the government itself granted first amendment protections as an association of citizens?

Or is it thought of a fundamentally different sort of entity, that yes can enter some sorts of legal arrangements, but isn't granted all the rights of a citizen?

The details of that probably haven't been settled by supreme court rulings, but the basic principle is that when a corporate entity says something, what's actually happening is that a person in the company is saying this thing, on the behalf of other people in that company, on behalf of, etc until you get to the shareholders. It's people all the way down, and people have rights. The same could be said of the government.

Note I'm a British Citizen, but the same basic legal principles apply over here, and have done for hundreds of years. I know there's a widely held conspiracy theory that this is all new, but jurists and legal scholars have been discussing and applying these principles for a very long time.

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