Corporations can vote in some Delaware elections, judge says
news.bloomberglaw.com
news.bloomberglaw.com
Company towns are well-recorded history, not science fiction. Lost Hills California (home of Wonderful Pistachios) exists in the real, present, non-fictional world.
The only things that make Bentonville "pretty great" are available in all of the surrounding cities.
Rogers, Lowell, Springdale, Fayetteville, Bella Vista. ALL OF THEM are better than Bentonville in spades. Bentonville is riding on their coattails.
Bentonville DOES NOT have a single national retailer other than Walmart in its city limits. Walmart makes sure of it by owning over half the land in town. The only competing grocer is an employee owned co-op that Walmart could not succeed in starving out like they did all the IGAs and local markets.
It is car centric as hell, despite the meager efforts they've been making with the NWA Regional Greenway (which was started by Rogers and Fayetteville and Bentonville initially resisted). They destroyed a long standing low income community so they could widen 8th for Walmart. You might think, well they're courting mountain bikers with the greenway and the mountain biking trails, but actually try to get anywhere and live on a bike. I did. The greenway gets you around completely separated from anywhere you might want to go. You WILL have to get on city streets or ride in the grass, hoping that it's not hiding a 2ft deep ditch. If you get on city streets, you WILL be used for target practice. They might have built infrastructure, but the people haven't changed, and for 25 years I heard people joking about running down cyclists for shits and giggles. People in huge lifted trucks will turn right on red over you while you have a walk sign to cross.
It has gradually developed downtown to be a little more urban, but not without major consequences. They have in the past decade destroyed innumberable small apartment complexes, triplexes and duplexes in downtown so that out of town executives and magnates can come buy megamansions on Central Ave, the literal main street through town. There can be no thriving downtown, no business to support the square and its tax base, when these mansions are eating the density that was supporting the tax base.
But they added few bike paths and MTB trails, a building you can ride a bike up, and a bunch of Private Equity owned restaurants, so I guess that's worth the systemic displacement of longtime residents and the short sale of the city's future for some biking tourism dollars. OH, and that gaudy display of wealth Alice Walton built, Crystal Bridges. It's nice that they put an installation in specifically to remind the locals just how far above them they are. Crystal Bridges is the Walton's "Bezos Balls". I would have preferred that the woman spend that money at the time paving the ditches in town so people can walk around without stepping in the street. OR JUST PAY LOCAL TAXES!!!!
You want retail? Dick's Sporting Goods, Target, Best Buy, Whole Foods, Marshalls, B&N, Pier 1, Staple, Lowes, Kohls, Office Depot, Petco, Ross, Northwest Arkansas Mall and The Pinnacle Hills Promenade are all in Rogers.
You want a night out? Good fucking luck in Bentonville, it's a company town, people are gone in the evenings and your options for dinner suck. There are basically no entertainment options in town. There's the movie theater that serves drinks, and I think Great Day Skate Place might count if you don't mind being sober and surrounded by families with kids. Fuck you if you want a club or lounge though. Double fuck you if you can't afford to pay rent in Bentonville (don't forget Walmart has spent half a century depressing real wages in Northwest Arkansas) and have to live in Centerton, Gravette, or Highfill. All the bars and night life are in Springdale and Fayetteville.
Want a fancy night out? Ruth's Chris, Theo's, Oak, Bordinos, and Atlas are all in either Rogers or Fayetteville. River Grille technically counts for you, but you have to drive like you're leaving Bentonville for Pea Ridge to get there.
Wanna go hiking? Fayetteville. Wanna go golfing? Bella Vista and Rogers. Wanna see a movie that isn't the top 4 newest releases? Rogers, Springdale, Fayetteville. Wanna buy health food? Whole Foods or Cook's in Rogers.
You want local history? Go to Pea Ridge National Military Park. Go to the Daisy BB gun museum in Rogers, go to the Shiloh Museum for Ozark History in Springdale. Go to the Siloam Springs museum. Go to the Clinton House in Fayetteville. The Museum of Native American History has only been there for a few years. All these other museums have been entrenched. I guess the Amazeum is cool for kids but you probably look weird if you try to go in yourself.
Rogers has the water park, the aquarium, the AMP (major concert venue). Fayetteville hosts the performing arts at Walton Arts Center and the UofA Theater. Fayetteville has all the live music at small bar venues like George's Majestic Lounge. All the karaoke is on Dickson St.
There is not even a bowling alley in Bentonville.
Bentonville is not great. Bentonville is a shitville void smack dab in a region it refuses to participate in. Bentonville is a puppet of the Waltons and they make it no secret in the Walmart Home Office orientation, that Sam Walton wanted the city to remain small and the lack of any resources to actually live life has been by design. Only in the last 10 years have they even sort of kind of started to renege on that and start to actually build it up some, and that was only because there was major brain drain because no one wanted to live there.
Whatever caused you to think Bentonville is great has been the result of a relentless marketing push.
The same thing can be said about any autocratic government, but the practical and documented historical issues are why they are not liked. Just as dictatorship works well when you have a good ruler who cares about the people, the issue isn't if you get a bad ruler, but when.
Most things suck when someone shitty is running it. This is the worst argument of all time. There's really no reason, based on the very bad argument you've presented here, to assume a local, state, or federal government would be any better than any corporation. Please, I beg of you, come up with some argument that takes more than two seconds to disregard.
Authoritarian dictatorships always have people who sux on top. They are created by people who sux in the forst place and there is only a little to make them accountable.
And incentives placed on rules and their underlings ensure they will sux even when they did not originally.
I actually think it is the only argument.
As Churchill mused:
"Many forms of Government have been tried, and will be tried in this world of sin and woe. No one pretends that democracy is perfect or all-wise. Indeed it has been said that democracy is the worst form of Government except for all those other forms that have been tried from time to time.…"
Company towns, communism, etc are bad specifically because of their ease of abuse, which is why our best (least worst) systems of governing are focused on transparency, accountability and minimizing abuse. It sucks that all that friction makes it less efficient, but alas we need to plan for the/humanities worst, because it continually crops up.
Unsurprisingly, it did not last.
Sure you can. You just have to sell them some land as part of it.
What is the smallest subplot you can split a parcel into?
And are we talking literally land, or would condo ownership suffice? (After all, you typically stack a few condos on top of one parcel of land). The smallest condo is probably dictated by some pesky human habitability rules, but what class of property has the fewest minimum-square-footage zoning rules? Retail probably has egress rules, but what about industrial spaces?
Could you create an industrial park to house a bunch of, to use a rough metaphor, independently-owned/independently-operated phone booths (or whatever other "qualifying use")?
Basically is there a category of land-use you could split ownership off at ridiculous scale, offer LLC-as-a-service to buy a bunch of them, and just for fun, tokenize the votes to provably aggregate the absentee ballots at scale via blockchain?
If it's one-entity-one-vote, what is the most cost-effective way to maximize the number of qualifying entities?
Bonus points for every order of magnitude of synthetic votes you can reasonably achieve over the fleshy variety.
Where I am, things like dividing a 5 acre rural property so that a mother-in-law can live in a cottage near her family are routinely denied.
Let me save you some words.
Next time just call them "the local real estate developer slime balls" because that's who makes up the vase majority of these organizations. Like maybe a particularly upstanding town might have a local banker or lawyer on one of the boards or something.
These are not democratic institutions. They are business groups that happen to be part of government.
These organizations are already in the pocket of business interests. If anything this change is destabilizing because it now means that the PE owned car-wash and the company that owns a bunch of chain franchise businesses in the town as well as every local business that owns land or the landlords thereof but is owned by people who live in the surrounding towns can push back and say "screw you, we're not all willing to bend over and take it so you can make another buck developing another street of McMansions".
Letting megacorps vote is probably bad. But I think we should see where this goes. There's a lot of "enemy of my enemy" potential here for the currently disenfrachinsed business interests to push back on the business interests that are in bed with government to the benifit of the people. Enemy of my enemy is my ally and all that.
An acre, here. See your local zoning code or land statutes for minimum lot sizes. Consult agreements that run with the land for additional restrictions.
It would be void and regardless of recordation, no transfer or subdivision would have occurred.
But a new avenue has occurred to me that actually saves money on deed costs - nothing prevents multiple corporate entities from jointly owning a piece of real estate on one deed, right? So you could conceivably create one Delaware Series LLC, create an unlimited number of distinct legal entities with that, and then write one deed that lists all of those entities as joint owners of the single piece of real estate. Basically similar to multiple residents living in one house, and each getting a vote (but applied to infinitely scalable corporate entities!)
The fundamental flaw here is the law framing the entity itself as having voting rights (also why this attracts so much attention!), whereas if it were framed such that every beneficial owner with over say 35% of the ownership interest could vote, that would be intrinsically limiting.
Why would thirty companies that owned a company together get one vote each instead of one thirtieth? The thirty companies would each have one vote in determining how to vote the one parent's vote.
(You are, however, correct to note that you can record absolute gibberish if you want to, so long as you pay the recorder. This does not effectuate a transfer of land, though; it merely serves as constructive notice to the person who is bound to look for such recorded notice, i.e., the beneficial purchaser for value. In a way, you could think of the function of a recorder as preventer of race conditions, not the database).
Why would thirty companies each get a vote? Because that is what the charter says. There wouldn't be one parent company, rather the real estate would be owned by them all directly as tenants in common.
> 9. A. (2) Non-residents. Every property owner as of March 1 prior to the annual municipal election, whether a natural person or artificial entity, including but not limited to corporations, partnerships, trusts, and limited liability companies, and who is registered to vote, if provided by ordinance, shall have one (1) vote. A natural person shall be a citizen of the United States and age 18 on or before the date of the election. An artificial entity shall be a domestic entity in the State of Delaware.
https://charters.delaware.gov/fenwickisland.html
So they must be Delaware entities. Another thing I'm giving up on is that the Series LLC might not work. While each Series is legally independent from the others, I think they still might not be considered distinct "entities" (once again, not looking to give myself a headache to solidly determine that).
So either do one LLC/corporation per vote, or perhaps trusts might be even cheaper (no idea what filing/recording would be required for trusts, especially to substantiate them enough to register to vote)
Do you think Section 9A(3), which more or less says these rules would be construed under one person/entity, one vote would break your plan? I believe if you tried to have thirty voters tied to one parcel of land by joint tenancy, that would be how the court stops you. The plaintiff here is arguing vote dilution, but vote dilution gets multiplied by an arbitrary factor in your model.
There might be an angle where if a given person has the voting POA from two different entities, that person would still only get a single vote, limited by being a natural person? This doesn't seem to be the intent though.
To be [close to] sure you'd have to ask a Delaware attorney, as they should have a good handle on the jurisprudence around this topic.
If those thirty companies reconfigure their holdings so they each own one thirtieth of each of thirty parcels, under your model all of a sudden each company has thirty votes.
I believe if you tried to exploit the ambiguity in the law in a way that mattered enough for anyone to care, you would catch a lawsuit predicated on the idea that the one entity/one vote concept was violated by this trick. I think a court would approve of the idea.
I still agree with you that this law is poor, I just don’t think this exploit flies in court. But no one knows until they try.
No, because this is exactly what "one entity/one vote" directly limits. Each entity is still limited to a single vote.
I think if an outsider overtly bought a parcel, created hundreds or thousands of Delaware entities, titled that parcel over to all of them jointly, and tried to register them all to vote, we'd end up with a test case that the court might strike down. But I'd think someone exploiting it at scale, or a politically connected insider for whom the voting registrar looked the other way might get away with it.
This is kind of a violation of the "one man one vote" ideal that is the bedrock of our society. It easily turns in to "money buys influence" which is exactly the opposite of what made the US a great country to live in. If you don't understand that and you're a US Citizen you should really retake the civics / political science classes from high school.
The judge effectively said in the conclusion "Trust me, there's no abuse and this is fine".
how many votes in that district do I have?
There is no right for non-residents of a city to vote in that city elections just because they own property there. Owning that property via a LLC shouldn't change that.
I'm being sarcastic because I don't like it. Corporations are a simulacrum of people, and at best, their personhhood a useful legal fiction under very limited number of scenarios.
> I appreciate that Plaintiff may disagree with Delaware’s policy of authorizing certain municipalities to allow voting on behalf of entity property owners. Visions of faceless large corporations or even HAL, 55 controlling a small town are frightening and the stuff of science fiction. However, Plaintiff has not demonstrated that this policy violates the principle of one person/entity/one vote.
how do they do that?
> Where a voter is entitled to vote by virtue of being both a resident and as an owner of real property, that voter shall be entitled to only one vote; where a voter is entitled to vote by ownership of two or more parcels of real property, that voter shall be entitled to only one vote.
However, that seems to get messy with multi-owner LLCs where you might give 1% of each LLC to a bunch of your buddies and have them each vote as POA for theirs.
> The owner votes as themselves, and again as the corporate entity.
Per the opinion, which I quoted above, this is not the case.
(I do think it gets instantly messy with multi-owner corporations, though.)
You quoted Fenwick's charter. Where a voter is entitled to vote [in Fenwick] by virtue of being both a resident [in Fenwick] and as an owner of real property [in Fenwick], that voter shall be entitled to only one vote [in Fenwick]; where a voter is entitled to vote [in Fenwick] by ownership of two or more parcels of real property [in Fenwick], that voter shall be entitled to only one vote [in Fenwick]. You dispute this meaning?
Refreeze5224 did not say in Fenwick.
My town has a village at its core; village residents vote in two places.
Our school district doesn't perfectly match the town's borders, either, so some folks vote in two places there.
One person gets one vote in a particular election.
1 person 1 vote is an expression of equal representation.[1] Someone who votes in city 1 and city 2 and someone who votes in city 1 solely have unequal representation.
"The Founders" of the US (however you want to form that category) were not the arbiters of what is virtuous about Democracy. Democracy is orthogonal to US law and intent. The PR for the US has always tried to message that they are a singular ethos.
My parents own two properties, but they have to decide which one they are residents of, because they are not entitled to a say in how both local governments are run.
If I am a long-term owner of Google stock, I still don't get a say in how Mountain View runs their city. A "vested financial interest" in an area should not be enough to give one a vote on local laws.
Nitpick:
I think you're correct that the problem is people who do selfish shortsighted things and leave others holding the bag but I think you are blaming the wrong people.
Pretty much everyone from Marx to MLK to Rand and Sowell identifies somme sort of class of "comfortable enough to meddle in things to further their self interest at everyone else's detriment" demographics as the root of a whole bunch of bad stuff.
In most municipalities middle class who are too tied into the place (often through home ownership) to just get out that provide the bulk of the political will to do short sighted "feels good" stuff that solves some minor problem they have but screws the whole place on a 20-50yr timeline (by which time the individuals responsible will have retired and cashed out to Idaho or Florida or whatever).
* Start an LLC/C-corp for a trivial amount of money.
* Purchase land, but instead of paying with it via a personal check, you need a touch of foresight so you can "capitalize" the corporation you just started. Write the check from the corporation, instead of your personal checkbook.
Say, Wyoming or West Virginia. Gemini guesses $180 billion to $250 billion.
With that investment, they'd get to control who lives in the state.
So, then the corporation gets to control who the Governor is. And the two Senators, and the seat in the Congress.
Forgive me if I'm wrong, but doesn't a single Senator have just a tremendous amount of power to block basically any legislation? With pocket vetoes, or silent filibusters?
Granted, actually buying a Senator is probably cheaper by a few orders of magnitude.
The Constitution also overrides any attempt to prevent interstate migration.
Sure, but if there is no where you can legally stay, because the sole landowner prohibits it, how do you migrate?
https://en.wikipedia.org/wiki/Central_Florida_Tourism_Oversi...
Plus, the way things are going with conservatives pushing hard for federalism, owning local matters could become more important, anyway. You might be onto something...
The actual grievance seems to be unrelated to the corporation itself. People just associate “corporations” with rich people, and they won’t want rich people to vote.
I don't think anyone would object to a rich person casting a single vote and maybe putting a bumper sticker on their car or a sign in their yard. The issue people take with the rich and politics is the outsized influence they wield in elections. The whole "one person one vote" thing falls apart when the rich can throw millions at advertisements and millions at the "charities" run by the politicians they bought.
If you're only for free speech as long as it doesn't change people's minds, we have very different perspectives.
First, the rich have unimaginably more power in changing people's minds. This isn't sitting down at a bar and having a chat with hank to try to convince him to vote on prop 99. It is the wealthy putting their opinions on your phone, television, and billboards, reminding you of it multiple times per day. If politics is truly a contest of ideas, then the playing field needs to be level so that the ideas can be evaluated fairly, rather than it simply being a contest of who can buy enough ad space to brainwash people to vote against their interests.
Second, the wealthy don't have to change people's minds. They can purchase politicians by "donating" to them, going to million-dollar-per-plate dinners hosted by them, directly giving them money by staying in their hotels, etc. You don't have to convince a politician that they should vote on prop 99, you just need to pay them however much they want for their vote.
If the wealthy had exactly as much power in politics as a fireman or nurse, then I'd be all for their participation.
If that was true everyone would love billionaires. I'm fascinated by the cluelessness of this assertion!
The actual research on campaign finance says that once you've managed to inform the voters about what you stand for and who you are, further spending does very little.
> simply being a contest of who can buy enough ad space to brainwash people to vote against their interests
This is the most anti democratic statement I've seen in a while!
If you think voters are such easily brainwashed fools, you can hardly be pro democracy!
Relative to how many of them actively campaign against our basic interests, I would say people disproportionately love billionaires.
But it would likely lead to other problems because the owner demographics are generally out of touch.
I'm pretty sure this is a fundimental design of the US system. There are things your city is allowed to do by state constitution. Things your county is allowed to do. And things only the state is allowed to do.
This is expressly to enable the people that live in that place the right to self governance.
Much of the discourse on this topic involves muddled, contradictory thinking that simultaneously argues "corporations aren't people" and "corporations are exercising autonomous agency as singular entities distinct from the people who constitute them". These two premises cannot both be true.
"Corporations aren't people" and "corporations are singular entities unto themselves capable of exercising independent agency" are direct contradictions.
> The law doesn't seem to have any issue taking them both as true either. Corporations are considered their own entity under the law, but they do not enjoy all the rights of people
Corporations are treated as persons as a legal fiction to ensure that the methods for applying the law to their activities remains consistent and uncomplicated.
No legal framework has ever treated corporations as natural persons able to formulate their own autonomous intentions and act on those intentions unilaterally. The law is not unaware of its own abstractions.
The arguments for restricting "corporate speech" are confounding these distinct concepts together. If we are attributing rights only to natural persons, and hold that legal persons that are not natural persons do not possess rights on that account, then by the same account, we cannot attribute the power of speech to corporations, and must understand any speech that appears to originate with them as actually the product of the people who are merely using the corporation as a method of coordination.
If we are attributing the power of speech to corporations, then we must likewise recognize their right to speak freely. In fact, the first amendment explicitly protects speech itself without regard to its origin, such that any entity capable of speech must by that very fact have the right to free speech.
So while corporations aren't people, they do seem to be exercising autonomous agency as singular entities distinct from the people who constitute them. Because by definition that is what a limited liability corporation provides? It seems that this is the crux of a lot of angst?
Corporations don't function as a liability shield in the sense you're talking about. The idea that people can individually engage in criminal or tortious conduct without any direct accountability is a myth -- limited liability protects investors from financial liabilities that exceed their investment, but it in no way shields corporate managers from liability for their own criminal conduct in managing the firm.
> So while corporations aren't people, they do seem to be exercising autonomous agency as singular entities distinct from the people who constitute them. Because by definition that is what a limited liability corporation provides?
No, it does not do that in any way, shape or form. Limited liability means that creditors can't foreclose on your house to cover the debts of a firm that you own $100 of stock in. It does not shield anyone actually managing the company from civil or criminal liability for their actions.
> It seems that this is the crux of a lot of angst?
That angst is attributable to believing in misinformation pushed advanced by factions who benefit from increasing conflict and controversy in our society.
So why then does it seem that corporations do in fact shield executives from criminal charges? Is this just collusion among the well-off? Money buys verdicts?
I’m happy to take your word on limited liability as IANAL (obviously) but it sure as hell seems like executives ought to go to jail a LOT more than they do. Corporations do terrible things in the world and are seemingly never held to account.
Finally, looking to my own education, can you suggest a place to read up on this topic so I am not flatly wrong in the future? Thx in advance :)
The issues at hand seem distinct but related.
Anecdotally, most of the large corporate scandals that involved actual criminal conduct that I'm aware of did result in prosecutions and, often, convictions of the culpable parties. For example, Jeffrey Skilling, Bernie Madoff, and Elizabeth Holmes all went to jail.
You could also just look for examples of officials trying to explain why they won't bring charges against banking officials.
https://financialservices.house.gov/news/documentsingle.aspx...
https://www.propublica.org/article/why-havent-bankers-been-p...
https://www.npr.org/2011/07/13/137789065/why-prosecutors-don...
I should state that this reply is mostly for other people reading our comment thread, as I can think of no adult American who would present your argument in good faith.
Misinformation, propaganda, urban legends, etc.
> but it sure as hell seems like executives ought to go to jail a LOT more than they do.
Based on what? Which executives are you talking about, and what crimes do you suspect them of?
> Corporations do terrible things in the world and are seemingly never held to account.
Again, what "terrible things" are you talking about, and what level of accountability do you see lacking in the way existing police forces, regulatory agencies, and the courts respond to their behavior?
> Finally, looking to my own education, can you suggest a place to read up on this topic so I am not flatly wrong in the future?
I'd start with any basic intro-level textbook on business law.
Before you start, given the extent to which your previous comments indicate you're relying on how things feel or seem to you, I'd recommend considering the extent to which you are reading your own assumptions and emotional attachments into your perceptions of the outside world, and the extent to which you're relying on echo chambers and biased sources of information to validate your theories and assumptions.
You can act in your capacity as a person and exercise your rights, taking on personal liability.
You can act via a fictive legal proxy, which has no rights and shield yourself from some liability.
Trying to blur those two is madness.
That's not really correct. Corporations are recognized as distinct entities as a legal fiction to make application of law to them easier, but the law "pierces the corporate veil" routinely where that legal fiction is not applicable, and in those cases, recognizes the factual nature of corporations merely as methods of coordination employed by the underlying people using them.
> You can act via a fictive legal proxy, which has no rights and shield yourself from some liability.
No, this is definitely not correct. Limited liability implies that you can separate your financial accounts from that of the business, such that creditors can't target your personal assets to cover the debts of the organization, but doesn't necessarily shield you from legal liability for the actions you personally undertake in with in the context of the business.
The idea that the organization has no rights insofar as it is being regarded as an entity unto itself is also false, as a great deal of extant jurisprudence demonstrates.
Corporations are an artificial entity that literally anyone can make. Even things like property ownership are somewhat artificial. Lots can generally be split and joined through a process.
This allowance of artificial entities voting seems to open a rabbit hole of secondary issues.
I think it might be more than that
Why shouldn't they?
They're trading one benefit for another.
The individual house owners don't get all the benefits of an LLC for similar reasons.
Why? What’s the logical basis for this idea that they should have to choose between these benefits?
People, of course, have rights. Corporations are not people, including "juridical people". They are legal fiction with absolutely no rights. Every action they take is permission granted to them by the people.
Even the naive perspective over this recognizes that the corporation has "rights" by being proxies of their constituents, so you are correct in saying "Every action they take is permission granted to them by the people."
However, a more careful analysis recognizes that the exercised rights of a corp comes from a combination of the rights of its members, often in intermingled way (due to binding norms of the corp) that doesn't map directly into a singular individual. As such, it's common to abstract it as the "rights of the corporation". You can look at the individual rights (sometimes you have to), but that's like looking at humans by their individual cells. Certainly doable, but cumbersome most of the time.
Also, I find the phrase "They are legal fiction with absolutely no rights" funny. As if rights weren't legal fiction themselves. Not that this means much either, ethics and law are about "what ought to be done", and that's - objectively - as fictional as you can get.
> being proxies of their constituents
These proxies have no rights. People can exercise their rights as people. Or, they can create legal fictions with no rights. That legal fiction inherits no rights from the owners, which is where the analogy fails. There's no intermingling/combination/whatever to call "rights", because there's nothing.
Every action that legal fiction takes is a permission granted to it by society that continues to tolerate its existence. That tolerance is finite. When that tolerance ends, so does the legal fiction's existence. Unlike with people, there are no moral quandaries with revoking the privilege of existence.
Rights being inherent to people is an interesting but separate topic. We've generally agreed as a society that people have rights.
> People can exercise their rights as people. Or, they can create legal fictions with no rights.
How exactly do you think they can create these legal fictions? Through their rights. That's how corporations inherit them. Keep in mind I'm not focusing on LLCs, but the more broader concept, that also includes an organized society under a common set of rules.
> There's no intermingling/combination/whatever to call "rights", because there's nothing.
There's clearly something, as "Microsoft" and "Google" are distinct entities. To imply there's nothing is to imply there's no difference.
> Every action that legal fiction takes is a permission granted to it by society that continues to tolerate its existence.
Who is "society" here? Everyone? Clearly not, or else this trial would not have reached this conclusion while others complain in the internet about its results. Generally, it refers to a group of people bound by a set of rules (the constituion, laws, etc.), i.e. a corporation. So it's a bit funny that a legal fiction decides whether other legal fictions exist.
> Rights being inherent to people is an interesting but separate topic.
We are in a discussion about whether corporations have rights or not. It ultimately will touch on the source of rights and where they are derived from.
> We've generally agreed as a society that people have rights.
Which doesn't do much against rights being legal fiction. Or corporations having rights.
I have the legal right as a person to write on a piece of paper "i am a person". That piece of paper does not inherit any rights by my doing so.
Me writing "Microsoft" on one paper and "Google" on another paper certainly means that those two pieces of paper are distinct. Neither one, however, has rights.
What I meant by intermingling/combination/whatever is that, there are no rights to inherit, because a piece of paper has no rights, inherited or otherwise. That includes intermingled rights of people. People may have complex intermingled rights on certain subjects. That is not applicable to legal fictions, because they don't have rights and can't inherit rights.
I think it will become clear as you picture the silly idea of writing "I'm a piece of paper and I have rights" and then expecting that to mean anything. Work backwards from there.
There's, objectively, an intermingling of rights happening inside an corporation, which derives directly from the "under a normative instrument" part of the definition of a corporation, which creates legal interactions between the rights of the members. That's simply a fact.
And, again, may I remind you, "rights", "laws", "norms", etc. are legal fiction. They don't have an actual corporeal body. Arguably, corporations have more of one given that they have agents, and the actions they do, on behalf of the corporation, is very material.
No, it's just a piece of paper.
Yes, rights/laws/norms/etc are legal fiction. Harm is material. Without harm, there's not much purpose to a legal system. A bad legal system lets someone harm someone else, and then wave around a piece of paper saying "Oh, it was this piece of paper that did it, not me, I'm not responsible!"
A good legal system recognizes that that's absurd. We currently play along far too much, and Citizens United was a breaking point for many people.
Even in our broken legal system, we recognize this fact: https://en.wikipedia.org/wiki/Piercing_the_corporate_veil
Also, mentioning in the "Citizens United v. FEC" case along with "Piercing the corporate veil" concept is a bit funny, because if you pierce the corporate veil of Citizens United in that court case, and look at it as "the shareholders behind Citizens United v. FEC", you will actually strengthen the majority opinion of the Court.
Honestly, I don't think it's me who has a broken world view, but you. I keep two perspectives in regards to corporations: an individualistic one (which backs the "pierce the corporate veil") and a organic one, inspired by system theory and emergent properties, and I try to not mix them without appropriate care. On the other hand, you seem to hold grievances that are only related, but not directly connected, to corporate personhood. In particular, no offense, your perspective about the law seems rather reductive.
It might help to picture them as literally a piece of paper. It would be pretty silly to say that piece of paper has a "will of its own" or "rights" or calling it a "person", wouldn't it?
If I scribble "i am a person" on a piece of paper, it's still just a piece of paper. If I get a bunch of people to join in and scribble something on the same piece of paper, it's still just a piece of paper. There's no confusion over "rights" or "will". It's a piece of paper.
The anthropomorphization simply emerges out of a shared property in this context. Keep in mind I haven't said anything about biology.
I don't buy it at all. For example, it's generally considered to be unethical to kill a person aside from limited circumstances such as self defense. Killing a person because they're no longer useful to you is Right Out in every ethical framework I've ever heard of. Are you implying that dissolving a corporation is unethical?
Depends on each jurisdiction. You'd have to look at which frameworks informed the laws that back each corporation.
On the topic of corporate dissolution, I see less as killing and more as natural death. When a corp dissolves in accordance to its norms and general ethics (or the jurisdiction it's under, at least), that's equivalent to someone naturally dying. The constituents no longer wish to participate and follow the binding rules that define the corp to dissolve it, enacting its "will", if you will (pun intended).
Something akin to murder would be a "hostile take over into a dissolution" situation, where a rogue member decides to unilaterally dissolve the corp in defiance of the other members despite having no legal justification, neither in the binding norms of the corp nor in their personal rights (although that's generally implied, as, in theory, no contract can violate this). I think we can agree that the latter case would indeed be unethical, if not illegal.
Also, killing people strictly because they are not useful to you is covered by a "rule by might" ethics framework. Not one I agree with, but it exists.
Really this comes down to sloppy usage of words. You said the phrase yourself: "juridical people." You need that qualifier on it, "juridical," to distinguish from actual human beings. Because they're not the same. "Corporations are people" -> corporations are legal entities that share some of the same rights, privileges, and responsibilities as human beings. "Corporations aren't people" -> corporations are a distinct concept from human beings, including ethically and legally.
Legally, the argument comes down to how precise you're being. Is there an implied qualifier? Is the statement meant to convey that corporations are legally the same as natural persons (they aren't) or just that they are some sort of legal entity? And the whole dispute here is because people are interpreting it differently.
To rephrase the comment some replies above: "Because corporations aren't natural people."
All the discussion about corporate personhood is off the mark, because corporate personhood only means that corporations have some of the rights that natural persons have, and voting is not generally among them. Although apparently it is in one town in Delaware.
I think the dispute is more about interpretation. Ultimately, what I've shown is more of a perspective (one I believe it's useful due to the legal interplay of rights that happen inside), but one can just look at corporations by looking at their members, agents and the rules they've agreed prior and I suspect it would be equivalent to treating corporations as real people, presuming jusnaturalism.
Given that voting is a right currently derived from a more juspositivistic perspective, the justifications behind who's considered a "natural person" and who gets to vote are pretty arbitrary.
But that's not at all what happens. "Meta, Inc." is not just a shorthand way of naming all the shareholders of Meta, Inc. It is a separate legal entity, owned by but not identical to the shareholders.
Why do people bother making corporations in the first place? It's precisely because they want a legal entity that is not themselves. Typically this is so that, for example, the corporation's liabilities are not legally the owner's liabilities. In other words, you form an LLC so that your customers can't sue and take your house.
Your approach is IMO far too philosophical. Corporations are a totally pragmatic construct. They exist because they provide a structure that we as a society consider to be useful in order to promote commerce, innovation, and all that stuff. Nothing about that structure is set up that way because it logically follows from the rights and duties of the owners. It's set up that way because it's supposed to facilitate commerce.
LLCs, in particular, are just one type of corporation and tend to have a well defined set of laws and agreements backing them, with the primary purpose of limiting liabilities towards the owners. Personally, I'm favor of revising the way these liabilities are limited as to internalize externalities.
That being said, the corporation's liabilities not being, necessarily, the constituents' isn't inspired solely on LLC law, but also organic theory.
But, yeah, my approach is pretty philosophical because it is a "philosophy-first, pragmatism-second" one.
Corporations are not "X people". Corporations are not people, period. Natural people are just people.
Try defining what is "people". What is "natural people". Why do "natural people" have "rights". What is a "corporation". How does a "corporation" differ from any other legal fiction. So on.
Corporations are pieces of paper we've scribbled on. Because they are pieces of paper, they cannot be harmed.
This is the primary difference between corporations and people.
People can be harmed through the pieces of paper they've scribbled on. That is material. But do not mistake that for the paper being harmed. It can't be. It's just a piece of paper.
2. What is murder? Why is killing justified in certain cases (e.g. self defense, death penalties, abortions, etc.) and not in others?
3. What is the piece of paper of a corporation? What makes it different any other piece of paper? I don't think USA's agents are harming people through pieces of papers.
4. What is harm? Consider when someone puts fire into one of Meta's unoccupied buildings who gets harmed.
Not the original author, but generically, there are a few reasons why one would place a residential property in a distinct legal entity.
Most commonly it's to shield a property against others - spouses, children or other relatives with legal inheritance claims, especially if the jurisdiction in question treats corporate ownership more favorably to the goal of the person in question than they treat real estate ownership. In some cases, cough Rene Benko, the aim is to have a corporate veil against the government or creditors, although more commonly a trust is the chosen vehicle instead of a corporation.
The other way around is rare, but also works - the legal entity caps your exposure. Think of, say, your house catches fire due to shoddy electrical works. Some dumbass neighbor kid climbs over a fence, drowns in your pool and is barely rescued in time, but their brain is now fried for good and the kid will need 80 years in intensive assisted living. You own your home outright? All of your other wealth can be seized now to make the neighbors whole. However, if a LLC owns that home, your exposure is now limited to the value of the home - the LLC goes bankrupt, the house is sold off with the proceeds going to the neighbors, you can keep the rest of your wealth.
Exactly! They could do that, so the law shouldn’t treat the two situations differently. You just proved my point, not yours.
> There is some reason they don't do this
I’m sure they have many reasons. But that doesn’t change the fact that the corporation is a proxy for people.
Your real argument seems to be that you think people should have to choose between exercising their rights and having the protections of the corporate form.
Obviously, the court has ruled that they do in fact act that way. But we're talking about what should be, not what is.
The question of whether corporate owners of residences should be able to vote in this town is not at all obvious, certainly doesn't merit dismissal with a glib "corporations are just proxies." They aren't just proxies. In some respects they are, in others they aren't. If they were nothing but proxies then there'd be no point to them.
It simply sets a high standard for proving defamation claims by public figures.
New York Times Co. v. Sullivan - and the First Amendment it draws upon - applies to everyone, regardless of what corporation they may or may not work for. An unemployed person is protected from defamation claims by public figures under it just fine.
It does not establish any special corporate rights.
That's some really tortured logic.
Such an act would simply be a violation of the First Amendment (and Article I, for that matter). The corporate nature of its target is, again, entirely irrelevant.
Sullivan sets a high standard for defamation claims by public figures. That's it. They protect you saying defamatory things about Hillary Clinton as long as you don't write down "I know this is false and I'm defaming her because I hate her guts" explicitly somewhere.
Why? In New York Times v. Sullivan, the corporation was being sued for what it did. The New York Times reporter didn’t print and distribute all those newspapers. The corporation did that.
And what you’re calling “tortured logic” was in fact the government’s argument in Citizens United. It argued that it wasn’t regulating the filmmaker. It was regulating the corporation spending funds to make and distribute the film. So it sounds like we agree Citizens United was correctly decided!
And its status as a corporation was irrelevant to the result. If it was @ceejayoz v. Sullivan, the ruling would've been the same.
> So it sounds like we agree Citizens United was correctly decided!
There's that torturing again. I believe CU illegitimately impacts the voting rights of American citizens.
... and you can probably come up with a legal way to permanently bind a corporation to vote according to specific rules.
... and larger corporations have totally inhuman internal decision making processes that frequently arrive at conclusions no human would reach.
Corporations aren't people and don't have rights or votes.
If you want to have a say in the way a place is run, you can do so in your capacity as a person.
If you want to do so from a legal fiction "proxy", fuck off.
That ruling is predicated on the state having control over corporations and how they behave. This ruling in Delaware is affirming a clear path for corporations to have control over the state (county, city etc).
With this ruling, it affirms a corporations ability to form air tight rule over municipal governments and operate them as they see fit. Once a corporation manufactures a majority vote in this municipality, they can then amend any rules they see fit, install their own executive leadership and have removed any corporate control over it.
In the thin sense these are both jurisdictions controlling how corporations behave, but one cedes complete control to corporations and the other vastly limits a corporation's ability to exert political control.
Understood, but state-control of corporate charters (in both cases) is the underlying enabler.
>In the thin sense these are both jurisdictions controlling how corporations behave, but one cedes complete control to corporations and the other vastly limits a corporation's ability to exert political control.
My original claim is that states ought'a have Tenth Amendment Rights – no? – what they do with it also ought'a be up to their homerulings.
----
Personally, I support Hawaii's newfound corporate speech limitation.
Couldn't agree more!
My point is that it is the same underlying power, but one is using the power to maintain and grow powers over corps, the other using the same power to cede it.
That such a Constitution allows such jurisdictional diversity is kind of the entire point of Its governing, I'guess. #neat
The Town of Fenwick Island mentioned here has a population of 400.
It's high noon for this matter, & about time to start repealing corporate rights. The undoing of this travesty should be a federal project. But hopefully Delaware can course correct themselves, and reverse the mega-threat to humanity they have been unleashing. At least states like Hawaii are heading in the opposite direction already, saying corporations are not people and denying them human speech rights. Potentially immortal easy to spawn companies should indeed not be granted full human rights. https://inequality.org/article/hawaii-targets-citizens-unite...
One can imagine all kinds of abusive scenarios with shell corporations created just to get votes, but sounds like the judge thought that these imaginary scenarios were not demonstrated to be actually happening. Courts typically rule only on demonstrated harm or other actual evidence, not "what if" conjectures.
Now, to discuss No Taxation Without Representation: we haven’t had proper representation since the number of representatives in the house was capped because we ran out of space for more chairs, so personally I consider that ship has sailed. I would love to get back to a place where We The People had representation. Alas we do not. Let’s start by addressing the absolutely absurd chair problem.
And from media/TV corpos, ahem... Mediaset and Atresmedia, there have been internal wars too. Sometimes even with death threats.
And as I said, not just Spain. Germany, France, the Netherlands, even Iceland has tons of shaddy corporate stuff.
Do you know what you get when corporates do what they want with no consecuences? The South of Italy. Because I'm pretty sure the North of Italy it's a gem... polished with the misery of shaddy business from the South.
For sure they must be tons of money laundering down there. Ditto with some barber shops, smartphone cover/case shops, some laundries, kebabs, TONs of bars and pubs in Spain. I have more than 10 bars around me in less than 100 meters around. Think about it, all of them can't be as profitable except for a major main street where everyone hangs out. On average 1 in 10 or 20 bars in around must be selling more than spirits...
If the common folk has to this to survive, just imagine what a billion based corporation could be doing. And the CEO's, welll... pure psychos and OFC with the profiles you would find around Epstein, and not just with pedophilic tendencies -which is power related, not sex-. The small CEO's will resort to cocaine and night clubs with prostitutes. The big ones... just run away from these people. Seriously.
The purpose of a system is what it does, especially when chances to change or improve that system are ignored.
Similarly, HN is for "interesting discussion" which is why "politics is banned" even though it is explicitly not because the one time we tried to literally ban politics it was self evident how stupid, unworkable, and self defeating of a policy it is, and it lead to zero "interesting discussion", but whatever hype fad is popular right now fills the entire board to capacity at all times, with nothing more than the standard talking points either way, and somehow the 37th post about "AI slop but by a different Substack account nobody has heard of before" is interesting discussion.
"Too many comments for their votes", which is not made transparent to us because god forbid we understand why things happen in our community.
Source: local
What? The principle is "one person, one vote". I'd like to cite the principle of "one person, one vote, unless they're named recursivecaveat in which case 1 trillion votes" to assert my rights in the Fenwick island elections please.
The City of London and Hong Kong have half of the voting power held by corporations and City of London is older than any US state, and colony. And so are some of the guilds
Universal suffrage at all, and exclusive to natural persons, is more science fiction than corporations voting
Gives more details on the ability of companies to vote in City of London elections.
I said, and factually, that voting power is held by corporations within those states, just like within this town in Delaware. Nothing to do with what you wrote about semantics of the state’s own incorporation reality or fiction
Before Great Reform the vast majority of British people can't vote, after it all the moderately wealthy men can now vote. So did that result in massive political change, reflecting the newly enfranchised people's preferences? Nope. Subsequent tinkering expanded suffrage slightly but again, the results were the same. Then last century they did several things in quick succession (often portrayed as "universal suffrage" but as we'll see that's just what people always call any expansion, the "universe" of one's imagination grows). First they gave all men (including poor men), and older women suffrage. This made no appreciable difference except that, having now entertained the idea that women should vote (it wasn't technically illegal before Great Reform it just didn't happen enough to matter) the women realised hey, maybe women should be politicians and that did cause some modest changes. Then they equalised voting age for men and women, so now a 21 year old can vote regardless of gender.
Later in that century the UK gave almost† all 18 year olds the vote too, and again the worry was maybe a 19 year old will vote differently? Nope. More or less the same results.
So, maybe giving corporations the vote changes nothing, but I'm less hopeful than I was for giving Sarah, an 18 year living with her parents on benefits the vote knowing that for some insane reason she's not actually much more likely to vote against a "Fuck Sarah, take her money away" policy than everybody else is because apparently all people are morons so giving more of them suffrage changed nothing. I think corporations are psychopaths not morons...
† Although most crooks in the UK aren't magically stopped from voting, they can't vote in prison and in practice it's very hard to vote from prison even if it would be legal for you because you're held there prior to a trial or whatever. So that's not ideal. It is controversial whether specific electoral interference crimes should result in withdrawal of suffrage, as is the practice today or whether that's just petty and ultimately futile.
[[ I still support universal suffrage, but because now it's everybody's fault. You're not going to get a good government, but now the terrible government is your fault too. ]]