Adam Winkler

How corps won their civil rights. 14th amendment to protect freed slaves. Came to include corporations as people. 1868-1912. 28 cases on African American rights. 312 on corporate rights. Court was upholding segregation yet overturning regulatory laws in business.

Chapter 2 Founders never considered if constitution applies comp. just not many corps in 1789. Joe Davis researched numbers. Colleges were Corp. 2 banks, 6 canals, 2 insurance, 2 toll booths. Yet 2 of them ended up in court fighting for rights.

Mason not sign, not to enough to stop monopolies. Not many corps but those that existed involved founders.

US was a corp. Origin story. Taught about religious freedom. Colonized by business Corp. 1607. Purpose was to make cash. Hobbes and Bacon held shares. Thomas West largest shareholder (lord Delaware).

Discovery, Godspeed and Susan Constant. Begin searching for metals and paths. 1/3 settlers went. Set up in place of diseases. 108:38 in first 9 months. 1609 sea ventures supply ship sank. Paspahay people – drought struggle. Dogs cats rats mice and each other. Checks tongue and brain.
1610 Thomas west came to US. Lord governor with military men. Up at 6, lots punishment. Collected all guns.

1616 land 100 acres for each share. Another 100 for each setter sent. Had to develop yourself. Election of James sends, Corp demonstrates independence from king. Pilgrims supposed to join Jamestown.

Chapter 3 Devoe – Jefferson and Hamilton
Corp has to in service of public. Both public and private. Heavily regulated thru Corp charter. Agreement of founding. Laid what it would do. Blackstone said by laws restrict Corp. set actions unless in conflict with law of land.
Right to own land – purpose
Right to Make contract using its Corp seal
Right to sue and be sued, needs redressed. Always represented. Only Corp owned, held to contact.

Special duties, visited by entities to ensure Corp meeting its purpose. Corp personhood. – rights only for Corp and not owners. Corp owns land. Corp gets sued, not owners. Legal entities separate and apart from owners.

Pierce the corporate veil – look behind the Corp association to see rights of owners. This gives corps nearly same rights as citizens who own them.

Judicial Review – US courts ability to strike down laws. Didn’t exist in England. US found this repugnance. Constitution the base, not legislature as in England. A law repugnant to constitution is void. Used for civicl rights, women, gays. But most often used for expanding corporate rights

Chapter 4 Dartmouth – Marshall decided corp separate entity with its own contract. Before rev, gov could amend Corp charter. Gov no longer able to amend charter. Seen as endowed by individuals, and ie private and downplayed public purpose. A pure private entity, not answer to people or gov. Accountable to members only. Number of Corp exploded and road to laissez faire capital.

Chapter 5 – property Conklin said 14th protects Corp. lied, said discussion of 14 spoke a lot about Corp. read from his notes in court. Seems all made up. He was protecting southern pacific railroad. Said they used person instead of citizen to cover corp. as if congress conspired to protect Corp while protecting freed people, wasn’t true. But 1882, Conklin succeeding in making the 14th a weapon for Corps to strike down state laws.

14th uses person 5x, clearly about people, yet Conklin convinced court to read it wider. He used his lie to do it. No cases right after passing amendment. No support from Corp, indicates that they didn’t see it helping them.

Details of how hard it was to pass 14th, even in North. Campbell fought reconstruction and return white control on south.

Chapter 7 – Brandies argues that rise of large corporations taking independice away from Americans. Previously every young person can expect to be independent farmer, mechanic, carpenter working for themselves and developing independence. With huge corps most people work for others and develop dependcies and will expect more support from gov. Others Peoples Money

20th century. Separate ownership and control. Owners, thru stock, not asset much control over management business judgment rule – protected management. As long as decision reasonably seen as good for company. Shareholder right to inspect books diminish Preferred shares- no voting combined with proxy voting, take control of Corp.

Chapter 8 – Harland Smith Stone Footnote 4 . Political process fix bad Econ laws. Strike down laws about restrict public discussion. Discreet and insular minorities, applies to Corp

Chapter 9 – Grace Marsh vs. Gulf ship building (Alabama). Arrested for handing out religious phamphelete in a company town. Justice Black rules for Marsh
Usually private property has right to exclude. More owners opens use to public, more has to respect rights of people. Corp like Gov, need to respect rights of people. (Most often Corp sue gov for rights). Drucker. Concept of Corp: like to gov. Yet do more to set conditions of our life. responsible to no one. Corp private property becomes public space.

Chapter 11 – Stevens citizens united dissent
First amendment prohibits restricting speech based on the speaker identity, including as a corporation. Court often considers speakers identity in first amendment cases. Same justices upheld restrictions on speech of public school students, 2006 gov employees have limited speech rights. Gov restricts speech rights of prisoners, military, foreigners and employees. If identify not matter than foreign govs and corps can have same influence on our elections. Always restrict speech of groups for elections. 501c3. Two years later same court upheld decision the speech can be limited for foreign nationals. Unbridled activity. Basis of all previous restrictions on spending.

Chapter 12 – Hobby Lobby extended religious freedom to corporations. Based on collapsed both types of Corp rights. Pierce the veil – protect religious rights of the people who made up Corp. rejected personhood with separate entities, collapsed. Can use this to get out of any regulation they owners are morally against.

Judge Strine – expert in corporate law. Challcelory court. Says hobby and citizens were not good Corp decisions. Shareholders can’t really use internal elections. Mutual funds, proxy. Stockholder democracy doesn’t work. Can’t pick and choose in mutual or pension funds.

Piercing Corp veil diverse owners – not an association. 10,000 employees and stockholders and often own for short time. Corp people, not association. No way modern corp came together for a political purpose