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Quigley on top: The Legitimacy of the Business Corporation in the Law of the United States

Professor Carroll Ouigley in a 1976 lecture raised one of the two or three overriding issues in politics today. Without public control over the personhood, longevity, and owner liability limitations of corporations, there can never be a just and fair society. Attempts like raising the minimum wage, providing healthcare or other social initiatives cannot bind for long an entity that has all the rights of a natural person, is immortal and bears limited liabilities for its missteps.

“The administrative system and elections are dominated today by the private power of money flows and corporation activities. I want to read you a summary from James Willard Hurst’s “The Legitimacy of the Business Corporation in the Law of the United States from 1780 to 1970″. He points out that there was powerful anti-corporation feeling in the United States in the 1820s. Therefore, it was established by the states that corporations could not exist by prescription: they had to have charters. They had to have a limited term of life and not be immortal. Corporations today are immortal: if they get charters, they can live forever and bury us all. They had to have a limited purpose. Who is giving us this bread made of sawdust? ITT: International Telephone and Telegraph, the same corporation that drove Ivar Kreuger to suicide in Paris in April 1931, when it actually was an international telegraph corporation, controlled by J. P. Morgan.

“I won’t take time to read all these things, but certain thin regulations were established in the United States regarding corporations: restricted purpose and activities especially by banks and insurance companies; prohibition on one corporation’s holding the stock of another without specific statutory grant; limits on the span of the life of the corporation, requiring recurrent legislative scrutiny; limits on total assets; limits on new issues of capital, so that the proportion of control of existing stockholders could be maintained; limits on the votes allowed to any stockholder, regardless of the size of his holding; and so forth.

“By 1890 all of these had been destroyed by judicial interpretation which extended to corporations — fictitious persons — those constitutional rights guaranteed, especially by the Fifteenth Amendment, to living persons. This interpretation was made possible by Roscoe Conklin, known as “Turkey Strut Conklin,” who told the Supreme Court that there were no records kept by the committee of the Senate that had drawn up the Fifteenth Amendment. But he had kept private notes which showed they had the intended the word “person” to include corporations. It was most convenient. The corporation that was hiring him to do this suitably rewarded him.”
Carroll Quigley Ph.D. “Public Authority and the State in the Western Tradition: A Thousand Years of Growth, AD 976 – 1976.” 

Or to put it another way:

“Corporations might be harder to kill than gods.”
Hearne, Kevin. Tricked: The Iron Druid Chronicles, Book Four (p. 247). Random House Publishing Group.

Comments on Effective Management

Many years ago,when Chrysler was undergoing one of their many reorganizations, it chose to lay off most of its high paid management instead of their factory floor workers. The company’s fortunes immediately turned around. Flush with profits the company then rehired the same people who drove it into the ground in the first place.

I always remembered this account of managerial blindness whenever I happened to find myself involved in running an organization. In government, much to the annoyance of the personnel department (now human resources), I tried to eliminate most managers and operate with line workers as much as possible (and ultimately eliminate myself when my convenience began to take precedence over the job I was hired to do). For about five years in a row, BT Collins and I drafted legislation to encourage this approach throughout government and every year it was defeated in the first committee because of opposition by the various personnel organizations.

Later when involved managing two large law firms and presented with the ever-increasing demands by so-called high producers for greater and greater claims on the firms resources, armed with analyses that I prepared, I argued to the other members of the management committees that the economics of the firm would be improved by letting these people go. Of course, fear prohibited them for taking such a dramatic action (including fear of retaliation). Nevertheless, constant opposition to the greed of these super producers demands for a greater share of the firms resources, often encouraged them to leave and the firms prospered. Nevertheless, eventually the firms went out and acquired other super-producers to replace those that departed, but it took a while for these new masters of the universe to feel strong enough to begin to undermine the organizations for their own benefit.

I believe an organization should concentrate on pruning from the top (including ownership) and such pruning should be ongoing and that their claim on the institutions resources should diminish relative to those over whom they have authority. In fact, several recent studies have demonstrated that when Boards of Directors chose the least expensive among CEO candidates the company does as well, and often better, than the under management by more expensive candidates.

(Note: Paying a manager more money, even for past performance, does not make him more aggressive, creative or effective; it just as well may make him more prone to covering up his mistakes.)

Righteous Indignation

Sometimes I post on Facebook items I write here or in one of my other blogs. In response to a repost of a report of a report on a massacre of Native Americans by US troops in the nineteenth century, Pete Xander responded with what he considers one of the longest Facebook comments ever.

“I don’t supposed it occurred to anyone in the Bush Administration in the days before the 9/11 attacks, when the chatter was going haywire and an attack on the U. S. was imminent, that Jesus was born on 9/11? The Muslim world knows it; the Bible says it (although it requires some knowledge as well as counting) in Luke Chapter 6.

“That knowledge would have at least given us the day of the attack, and it would have been nice if people in the FBI and CIA had shared info with each other, even though doing so could get them fired [of all things]. Richard Clarke told the Bushies again and again that bin Laden was gonna do it, and there were even reports that using hijacked planes would result in the most bang for their terrorist buck.

“We have no business being in the Arabic world. Well, let me qualify that: We have too many businesses in the Arabic world. America needs another Manhattan Project, only this one will be anything BUT secretive. We need to go on a crash course of being as close to 100% renewable energy as possible by 2030. The money we waste on subsidizing the oil industry — yeah! We actually GIVE several billion dollars a year to subsidize the oil industry . . . as if making $40 B in a quarter isn’t enough.

“We need to tax those motherfuckers, and we need to insist that ALL businesses pay every penny of their required corporate tax. In fact, 83 of the top 100 corporations in America paid NO tax or even received tax REFUNDS in the tens and hundreds of millions of dollars. We need to raise the tax on the wealthy, and we need to remove the cap on paying Social Security taxes. Just these measure alone would more than cover the costs of going solar. And by going solar, I mean EVERYBODY, as well as ALL small businesses (say, less than 50 or 100 employees), gets it FOR FREE. Every home, every small business would receive free energy.

“Do you know what that alone would do for our economy? There would be hundreds of billions of dollars available every year for people to buy American products; small businesses could expand their operations and hire more employees; Social Security would be solvent forever; we could expand Medicare and have IT as the single-payer health insurance program; and all of the millions of laborers required to install and maintain would create so many jobs that the unemployment rate would plummet.

“Furthermore, there would be jobs created to manufacture the solar panels; there would be billions available for R&D to create ever more efficient panels and systems; there would be jobs created to transport and deliver the systems; and adding the millions of jobs that would be created by installation and maintenance, there would be tens of millions of jobs created and maintained. As a sop to the GOP, the jobs would be held by American citizens only; but those jobs would be union jobs.

“With all of the money pumping into our economy, there would also be more money for infrastructure repair, maintenance, and construction; there would be tens of billions for primary, secondary, and collegiate education; and best of all . . . . . . . . . we could tell the Arab world that they can go fuck themselves — we don’t need or want your oil and your bullshit. Those Arabian Peninsula oil emirates and fascist countries like Saudi Arabia, who supplied the people and the money for 9/11, would no longer be in our hair.

“Now, we could still protect Israel from any BS the surrounding countries might try — yeah, we could afford that too — and take out some of those jerks if they tried anything. We could open talks with Iran and tell them we don’t want to mess with them, either and that we love the Iranian people (and WTF, their awesome caviar too!) but we won’t tolerate any crap from them. And who knows, an election could bring down the ruling Ayatollahs who, let’s face it, are octogenarians and won’t be around much longer anyway. The Iranian people aren’t stupid. When they see the standard of living here on their sneaked in satellite systems, they are going to realize that they can have better lives too and can get rid of those jerks and their 8th Century beliefs.

“Can this all happen? Hell yes.”

I love righteous indignation and all my friends who suffer from it.

On Marriage

biblemarriage

Marriage is and always has been a means of establishing a socio-economic organization focused on child rearing obligations, financial responsibilities and allocations among the parties and inheritance rights. Love never had anything to do with it except to make the lovers routinely oblivious to the economic implications of their liaison and the often unexpected burdens of parenthood requiring the state to step in to provide the rules to cover for the lovers inattention. Today, most of the legal rules that inure to the marital ceremony determine the economic relationships between the parties not otherwise affected by a contract between them and defines those obligations and rights society determines cannot be signed away. Theoretically, any arrangement of people choosing to share living, economic and parental arrangements should be able to choose this option.

Climate Change Debate Changes:

I do not know if others have noticed but there seems to be a shift in focus among climate change deniers. Many of them no longer deny the existence of rapid world-wide climate and its associated global warming. Instead they now argue that even though climate change exists it is either not caused by humans or it really is not all that serious. As for it not being human caused, I suspect that this will be a short-term political objection. Once one accepts that climate is changing and world temperatures are escalating there is very few “natural” causes to blame that can stand up to scientific scrutiny —Vulcanism? Variable solar output? These have already been dismissed as scientifically untenable except by the most deranged deniers. So, that leaves the argument that it is not very bad and may even be a good thing — so lie back and enjoy it. Be prepared for an avalanche of articles, blogs and television punditry cherry picking obscure and usually non-peer-reviewed data that they claim “prove” that the seas will rise only a little bit and would never top your sea wall; that the minuscule temperature rises promise a world of eternal springtime; and, the hoards of people fleeing the desertification of their homelands and are simply lazy and who if they just scratched the soil a little harder and used more pesticides and fertilizer would soon enjoy bountiful harvests and economic contentment.

Musings on Heaven:

Have you ever wondered about why the Judeo-Christian heaven so resembles North Korea with its endless chanting and adoration of its blessed leader? At least for those Muslim men who die in battle, they get to eat and fornicate endlessly. For Muslim women however, well, they are just screwed.

Statistically and historically,  the number of those “humans” with immortal souls (as maintained by most Christians), who have died in the womb through miscarriages, death of the mother or during childbirth is somewhere between ten and twenty times the number of live births. These soul-endowed humans not having the opportunity to do anything prohibited by God, supposedly end up in heaven. So, when the elect pass on to their just rewards, they find a heaven overwhelmingly filled with fetuses. Catholic theology deals with this horrifying image by segregating that mass of helpless individuals into “Limbo” so that the saved can avoid the shock.

In Heaven one spends all eternity chanting hymns and staring and the great one in adoration, like endless reruns of Seinfeld. Or, in the case of Islam endlessly fornicating with the same 72 virgins who of course after the first couple of weeks would no longer be so. Wouldn’t one, in very short order, want to get out-of-town so to speak? Is there a really difference between Heaven and Hell? Are we all simply being punished for existing? Have we been tricked?

Is it true that those who die with the most money win? If so, what do they win? Many non-Catholic and Orthodox Christian sects believe that those with the most toys get better seats in Heaven’s arena. I could see where would have some appeal in a fetus filled stadium. But what could possibly be the appeal in being imprisoned in a private suite overlooking an endless Superbowl. Is there any difference between that and hell? Imagine automobile, Insurance and fast food commercials without end. Jean-Paul Sartre would love it.

More Tales of Inhumanity and my Close Experience with its Genisis

Sometimes sadness buries you like ash from a volcano buries a town.

While driving to breakfast a few days ago, we played a game in which each of us would tell the others a story. In response to a friend’s retelling of the Christian myth in which he mentioned Jews, a small boy accompanying us blurted out, “I know about Jews, they are jealous of everyone.” When I asked him where he had heard such a thing, he responded, “Everyone knows that. I thought it by myself.” Later he made a similar racist comment about blacks and Obama; again claiming that everyone knew it and that he thought it up all by himself.

When I pointed out his best friend was black like Obama, he said that it was different. I asked him how many Jewish children he knew attended his school. He answered that they were the jealous ones.

Like the suffocating chilling stench of a newly open grave cripples ones will to breathe, I felt the overwhelming darkness plunge me into the pit of despair. My mouth felt filled with ash, things began to turn grey and dark. The innocent like the ignorant and ill-informed defend their insecurity by insisting their basest thoughts are their own.

What sort of despicable human being would teach hate to a seven year-old?

Recently I ran across the following in a Brad Delong column:

Diary of Chaim Kaplan in the Warsaw Ghetto:
4th August 1942

In the evening hours

I have not yet been caught; I have not yet been evicted from my apartment; my building has not yet been confiscated. But only a step separates me from all these misfortunes. All day my wife and I take turns standing watch, looking through the kitchen window which overlooks the courtyard, to see if the blockade has begun. People run from place to place like madmen….

[He describes how a friend has obtained a factory job by bribery]

My lot is even worse because I have neither money nor a factory job, and therefore am a candidate for expulsion if I am caught. My only salvation is in hiding. This is an outlaw’s life, and a man cannot last very long living illegally. My heart trembles at every isolated word. I am unable to leave my house, for at every step the devil lies in wait for me.

There is the silence of death in the streets of the ghetto all through the day. The fear of death is in the eyes of the few people who pass by on the sidewalk opposite our window. Everyone presses himself against the wall and draws into himself so that they will not detect his existence or his presence.

Today my block was scheduled for a blockade with Nazi participation. Seventy Jewish policemen had already entered the courtyard. I thought, ‘The end has come.’ But a miracle happened, and the blockade was postponed. The destroyers passed on to the Nalewki-Zamenhof block.

When the danger was already past I hurried to escape. Panic can drive a man out of his mind and magnify the danger even when it no longer exists. But already there is a fear that my block will be blockaded tomorrow. I am therefore trying to lay plans to escape with the dawn. But where will I flee? No block is secure.

Thousands of people in the Nalewki-Zamenhof block were driven from their homes and taken to the transfer point. More than thirty people were slaughtered. In the afternoon, the furies subsided a bit.

The number of passers-by increased, for the danger of blockade was over. By four in the afternoon, the quota was filled: 13,000 people had been seized and sent off, among them 5,000 who came to the transfer of their own free will. They had their fill of the ghetto life, which is a life of hunger and fear of death. They escaped from the trap. Would that I could allow myself to do as they did!

If my life ends – what will become of my diary?

These are the last words written in his diary.

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