If a corporations are people, do they qualify as carpool-lane passengers?

Marin's Jonathan Frieman set out driving in the carpool lane with his articles of incorporation in the passenger seat, and when he was ticketed, he offered this defense: Corporations are people, I had a corporation in the car with me, therefore I had two people in the car, and qualified for the HOV lane.

The concept of corporate personhood has been an ongoing controversy for years—but it hit the mainstream in 2010 following the Supreme Court’s Citizens United v. Federal Election Commission decision, which held that restricting political expenditures by corporations was a violation of their First Amendment rights to free speech. Implicit in such a ruling, some argue, is that the Constitution grants protections to corporations as if they were people.

Representing Frieman is attorney Ford Greene—he, too, says the state vehicle code treats a person and a corporation as equivalent.

"When a corporation is present in one's car, it is sufficient to qualify as a two-person occupancy for commuter lane purposes," says Greene, who’s also a San Anselmo city councilmember. "When the corporate presence in our electoral process is financially dominant, by parity it appears appropriate to recognize such presence in an automobile."

It's a delicious bit of absurdity, but leaves lots of wiggle-room for the judge, such as:

* Corporations are people, but have intangible bodies that encompass more than their articles -- also their boards, employees, capital, physical plant, etc. You didn't have a corporation in the car with you, you had its paperwork -- like driving with your friend's birth-certificate and claiming that's the same as driving with your friend.

* Corporations are people, but just as they can't vote, hold public office, or drive a car, they also can't qualify as passengers.

But don't let's let this nit-picking interfere with a good wheeze.

Frieman contests carpool violation, corporate personhood... [Jason Walsh/Pacific Sun]


  1. “Corporations are people” isn’t a legal principle, let alone a law.  It’s just an off-the-cuff comment by a guy who didn’t get elected President.  On the other hand, I think the doctrine of corporate personhood has been around more than 400 years, and isn’t going anywhere any time soon.

    1. I am glad this is the first comment because the “corporations are people” trope is simply not the law and never has been. A corporation is a legal entity with certain rights and obligations.

      Further, placing the articles of incorporation in the car is not putting “the corporation” in the car any more than putting your brother’s birth certificate on the seat next to you means you are driving with your brother in the car.

      My money is on the judge saying that the HOV law only applies to natural persons and the legislature never contemplated, nor does it make any sense, for corporate entities to be included as passengers for HOV purposes.

      1.  The phrase has a long history as a shorthand for the principle that corporations can sue and be sued, and otherwise function essentially as persons–in civil procedure and only in civil procedure.  Another way to say this is that, in the courtroom, the rules of the courtroom are the same for a party that is a human as for a party that is a corporation.  However, when it comes to “substantive law” (law about what one can do in the world outside the courtroom) that principle does not apply.

        So I’d say that “corporate personhood” is a longstanding principle of law, but means nothing like what people think that it does.

        1. You guys could just google this stuff instead of making it up.
          According to California state vehicle code 470


          “470. “Person” includes a natural person, firm, copartnership, association, limited liability company, or corporation.”So the argument “* Corporations are people, but have intangible bodies that encompass more than their articles — also their boards, employees, capital, physical plant, etc. You didn’t have a corporation in the car with you, you had its paperwork — like driving with your friend’s birth-certificate and claiming that’s the same as driving with your friend.”wouldn’t really apply to a shell corporation which can simply be one piece of paper that refers other corporations.

          “It’s not just stupid , it’s the law”

          1. I don’t see that Beryl made anything up, or that your post invalidates hers in any way.  But don’t let that stop you from insulting people.

          2. I don’t see any insults in hugh’s comment and it seems like a substantive rebuttal to Beryl’s comment to me.  Weird.

      2. It is quite literally the first law of the land.
        1 U.S.C. §1. That is, Title 1, Chapter 1, of the United States Code, which declares, among other things, that:

        In determining the meaning of any Act of Congress, unless the context indicates otherwise […] the words “person” and “whoever” include corporations, companies, associations, firms, partnerships, societies, and joint stock companies, as well as individuals;

        Now, you can argue about the meaning of “person,” and about how much import the definition of a legislative term actually has, but as a matter of Federal law, corporations are persons.


        1. Except, you know, when context indicates otherwise. /pedantry

          Also, statutory code section does not indicate primary importance, so calling it the first law of the land is a bit overblown. It just happens to be in the first definitions section of the U.S.C.

    2. Actually it is a legal principle and nothing more.  It’s a device to limit liability to a fictitious entity and therefore is treated a “person” limited to the amount of assets placed into it for purposes of being responsible and paying for damages it might cause.

      That said, it patently is NOT a corporeal entity and because the intent of laws creating carpool lanes is to reduce fossil fuel use and the resulting carbon emissions, as well as congestion, clearly the argument put forth would fail based on established legal concepts and reasoning without any resort to determining or expounding on the underlying idea the defendant is clearly trying to highlight.

      What is more alarming to me, reading these posts, is the clear lack of any sort of understanding of the history and purpose of the creation of such an entity, outside of the oft-repeated red herring that society couldn’t advance, no one would take risks and the biggest lie of them all, that without them there would be no job creators.

      The idea of creating a fictitious entity, with limited liability, was first employed to partially satisfy all these speciously quoted reasons.  What is entirely left out of any discussion or comprehension that I have seen is this:

      The first corporations were ONLY granted charters under 2 conditions:

      1) They had to demonstrate that limiting their liability would serve a SPECIFIC public purpose and benefit the public.

      2) They were granted of LIMITED DURATION to accomplish said purpose.

      A far cry from the skeleton pro forma filings that are necessary to “create” a corporate entity in most states these days.  Most only require a person’s name and a physical address and nothing more.

      1. What is more alarming to me, reading these posts, is the clear lack of any sort of understanding of the history and purpose of the creation of such an entity…

        It boggles me that people believe that the intentions of lawmakers centuries in the past can be seamlessly applied to life in a world which they cannot have imagined.

        1. This is not an argument, it is simply an affirmation of incredulity.”

          — Richard Dawkins (The Blind Watchmaker) 

      2. But those alarming red herrings aren’t in those posts above yours.  You may have heard them somewhere, and they alarmed you, but you’re arguing against people who are not here.

        1. Perhaps your reading is different than mine, but in reading the comments, other than one which directly addressed that very specific issue correctly, most of the comments evidence absolutely no clue as to how the corporate charter idea and mechanism have been distorted.  They all presume that as constituted the corporate charter has a valid purpose. 

          Under current law a corporations primary responsibility has shifted from a “legitimate public purpose” to “the best interests of shareholders”.  If you don’t feel, as I do, that these two may not only NOT coincide but might actually be at odds with each other, then that’s an informed opinion.

          If, on the other hand you think that the best interests of the shareholders will serve the best interests of the public, I would merely ask, given the current state of affairs, where you find evidence on which to base that claim.

      3. “…clearly the argument put forth would fail…”

        If it was clear, they wouldn’t bother with all this bother.

        1. I’m not sure what “bother” your referring to.  If you mean this blogging that’s probably better classified as blather than bother.  But if you mean they wouldn’t have paid some lawyer to make this argument knowing it had no chance? 

          You may be right, but I think there is ample precedent for people with causes to file lawsuits knowing they will fail, but only for the purpose of illustrating the ridiculousness, (in their opinion), of the underlying proposition, (in this case personhood bestowed upon corporations), in what they consider to be a logical, if somewhat tenuous extension of the idea.

          The purpose in these instances is not to win, per se, but to encourage public discussion of the idea and popularize debate about it, or in the least, draw attention to it.

          If you mean no one would file a lawsuit if it was that frivolous, you underestimate the willingness of the public to spend a couple hundred bucks to prove a point.  The article doesn’t say where this was filed, but if I had to guess I’d bet it was California. 

          The reason I said “clearly” is because the court looks, when necessary, to the intent of legislation in interpreting the applicability of a law to a particular set of circumstances.  This set of circumstances is one that applies only in the semantic sense and utterly fails the legal test required to be applied by a court.

          That said..I guess anything is possible.  But not all things are probable.  So, I will concede that it’s clear perhaps only to me that it will fail, and likely on those grounds. 

          It may not be clear to you, but that, in itself, is not really suasive.  If you can present me with a legal theory which might indicate some possible success for the proposition, I’d be happy to be less clearly convinced.

          PS – The clearest examples of filing a lawsuit based on an argument you know will fail, are those filed by public interest groups who wish to challenge a law. Often those must be filed in a case with local jurisdiction in order to appeal them to higher courts, possibly with the intent of taking them to State or Federal Supreme Courts to get a hearing and modification of a particular provision or a decision overturning the entire law on constitutional grounds. In this case, I doubt that’s the motive since those groups tend to shop for fact sets that might have some greater degree of success of being heard by a higher court.

    3. Probably the best thing for most Americans to do is watch the fantastic documentary “The Corporation” and learn “who” many corporations really are.

    1.  We are well past that, they have controlled the whole election process for quite awhile. Their money and influence vets who has any serious chance to even be a political nominee.

    2. You forgot that part about hiring lobbyist and funneling money to influence the powers that be…

      In a way corporations are just like people.  The top 1% of corporations have all the resources and power to screw over the other 99% (or at least stack the odds in their favor.)

  2. It really should require two *licensed* drivers.  If I’m driving around with my 3 year old, I hardly call that carpooling — but it qualifies!

    1. I have a feeling that they made it people rather than licensed drivers just for simplicity’s sake. This way a simple headcount is definitive and there is no need to check licenses and no grey area such as what do you do if you left your license at home, do you have to mail proof to the court, that kind of thing.

    2.  But, what if you’re driving your aging mother/grandmother who doesn’t have a license, because it’s not safe for her to drive?  Or, another adult who also doesn’t have a license because s/he normally takes public transportation?  Or, kids from another family? 

        1. If they’re from another planet, you can use their flying car, so you don’t need carpool lanes.

      1. The whole point of the carpool lane is to keep more cars off the road, so the privilege is only meant to extend to passengers who would have driven another car. We don’t enforce that because it’s impractical.

      2. Well, none of those people are being taken off the road by an HOV lane, since they wouldn’t be there to begin with. I mean, yes, multiple bodies in a car do seem less wasteful no matter the circumstance, but when it comes to a specific effort targeted at decreasing the number of single occupancy vehicles, your examples don’t seem very useful towards the cause. 

  3. It is a legal scapegoat, if they want the benefits of personal rights, they argue from that perspective, if the want the benefits of government granted corporate charters, they then argue from that perspective. But people don’t have to ask the government for their rights, but a corporate charter has to ask the government for its privileges. If a corporation is a person, it is a mentally ill person, showing strong sign of sociopathy and schizophrenia.

    The people that own, work for, or are customers of corporate charters have never had their first amendment rights questioned, it is in the form of a corporate charter that those rights are questioned.

    In the example of the article, the car itself would be the corporation, the driver would only be liable for damages he did with the car for as much value he invested in the car.

    1.  I think it might have worked out better if there was an umbrella, in the passenger seat, with the letters CEO printed on it, and a pile of money inserted inside of it.

    2. Actually to correct myself, the people who work for corporations do have their rights challenged, unions have all sorts of limits placed upon them by the government. As one example.

        1. Unions are people with a common interest, right to assemble, like a political group, neighborhood association, or non-profit group. They asked no privileges from the government and receive none, only limitations. They are barred from working with other unions, and have limited control over their own pension investment, among other things.

          1. That really just isn’t true.  Unions get privileges and restrictions.  One of those privileges that are being fought over right now is “right to work” laws.  Some states are not right to work states, and so by law upon joining a company you must join the union and pay dues.

            That is small beans though next to the big legal protection they get.  The most obvious privilege a union gets is that you can’t legally fire every union member.  Without that protection unions would be utterly useless.  Unskilled labor goes on strike?  Great!  Fire them all.  Anyone that wants to work can sign a new contract.

          2. Some states are not right to work states, and so by law upon joining a company you must join the union and pay dues.

            IIRC, you do not have to join, and you only have to pay dues if you are getting benefits directly resulting from union bargaining.

          3. And it is not a law of the state you must join, quite certainly. What they are barred from doing is firing you for belonging to a union. The right to assemble. “Right-to-work” states waive that constitutional right for the benefit of the employer, not employees.

          4. I looked it up.  We are all wrong.  Basically, when a union forms there is a security contract between them and the company.  It contractually lays out who the company is allowed to hire and fire.  

            In all of the US, closed shops are illegal.  A closed shop is when a company can only hire union members.  

            Union shops are what you have in non-right to work states.  This where employers can hire anyone they want but the security agreement forces an employer to fire employees who do not join the union after a set period of time.

            “Right to work” states are states that ban both of those security agreements, so a company can’t be compelled to fire non-union employees, and thus employees don’t have to join the union.

            So, we are all wrong.  It is entirely about what sort of contract a union can compel a company to sign.http://en.wikipedia.org/wiki/Union_security_agreement

    1.  In the earliest American political landscape they had automatic limits placed upon their length of operation and scope of business. They were rarely granted and only used in ways for the government to stimulate economic action where the free-market was failing to act on its own.  They were at the whim of local communities to regulate also, part of what Adam Smith described as the “invisible hand”.  Because the thirteen colonies were also corporate charters from the king, that was very much part of what was being rebelled against.

      1.  Well said.  Glad to see other sentient beings who actually absorb and process information rather that spout platitudes or ideas which have been fed to them whole hog.

    2. It looks like death by fire is going to have to make a come back.  Unless perhaps you are a software/tech company, electrocution would probably do the trick as well.

      1. I told them, I told, I told them that I wanted my stapler, and they didn’t listen. Have you seen my stapler?

    3. When corporate personhood was debated in the courts in the 1830s, one of the big strikes against that proposition was that corporations could be immortal.
      Of course nowadays, they commit suicide all the time.
      Still would like to see a treason charge. Shouldn’t be that hard to prove.

  4. Corporations seem to be granted the benefits of personhood with almost none of the  drawbacks or liabilities.I like what Mr. Fireman is doing and I love Mr. Greene’s argument but they’ll ultimately lose. Especially if Mr Corporation in Frieman’s car doesn’t have the money to grease the right palms.

  5. Even funnier is his desire to use Citizens United as a reason, when Citizens United didn’t even touch upon the personhood question or use it as a precedent.

    1.  Citizen’s United has become shorthand for the ways in which corporate power is dominating our political system as well as our economic system. It granted the rights of political spending on free speech AS IF money = free speech, and AS IF the first amendment grants corporations the rights due to actual people.
      Looking for fun ways of making this point? Join the Stampede, folks who are resisting this kind of nonsense by stamping on currency. http://stampstampede.org

  6. We already tried to relegate the corporate person to 2nd class in the early 20th century with fascism….

    1. “Fascism should more properly be called corporatism because it is the merger of state and corporate power.”
      – Benito Mussolini 

      I don’t know what you are getting at, corporate charters have never had as many privileges as they do today.

      1. First, a “corporation” of the Italian Fascist era was a political organization charged with the regulation of specific economic sectors, and helped enforce government control of the overall economy. It was not a legal entity with limited liability formed for the purpose of doing business.

        Second, there is no evidence that Mussolini ever said or wrote those words. It’s an Internet phantom with no primary sources backing it up.

        Tl;dr: Mussolini didn’t say that, and it has nothing whatsoever to do with modern corporations or corporate personhood.

        1. Our corporations were of a different nature at that time also. Did the fascist not fold industry into government to create a stronger state? It was the original “military-industrial-complex”.  Did not many of our own corporate barons admire the fascist model before we entered the war? I haven’t heard that quote wasn’t accurate, but your link doesn’t show that either.

          It was in response to rdbms claiming the fascists were oppressing them, anyhow.

        2.  While you’re being pedantic, do you want to take a stab at what’s wrong with rdbm’s comment?  It makes a lot less sense than unclegabby’s.

  7. Corporations ARE people.  

    Well, to put it better than Mitt Romney, but to make his point…Corporations are groups of people working together to bring something to others that they value (Hopefully).  What he was trying to point out is that when you tax a corporation, which many people think makes so much sense, you aren’t taxing an inanimate object, you are taxing multiple persons.   

    Corporations do vote.  Corporations are groups of people and most of them do vote.  It is sad when people take stuff out of context and get self righteous.  

    1. But the majority of employees may not vote the way the corporate owners and executives would want, and it is only that executive subset that controls what “the corporation” wants.

      1. If the employees don’t like the regime they can leave and form their own corporation.  I suppose they won’t for fear of risk and onerous taxes.   

          1.  She was a social troll for media attention. That her fiction turned into political philosophy is very similar to Scientology.

          2. Unlike you, I never liked A. Rand.  From what I know, it sounds like she was an a…..ole.  But, that doesn’t mean she was wrong.  Although, I think she was.   

          3. This isn’t pie in the sky.  My wife’s brother works for a company that did just that. They were unhappy with management and the employees bought them out.  It is going well so far, although it is very risky. 

          4. I have a close relation that works for Exxon. 

            I have a good friend that works for Toshiba.

            I have a close relation that works for Dresser Rand.

            Pie in the sky, with regards to the manner of corporation that is being discussed. Mom & Pop service/product providers with a few dozen or a few hundred employees are hardly the barrier comparably.

    2. A corporation is a charter from the government, it only requires one owner. The owner/owners are only taxed at a reduced rate on what is taken out of the business as profit, the corporate charter itself passes its taxes and fines onto the employees and consumer, who pay a much higher percentage tax. The employees are more akin to rental equipment in the eyes of the corporation and government, cooperatives are a completely different business model. The owners, employees, customer, and the people of the communities they operate in vote, allowing a corporate charter a vote would trump all those other interests.

      1. I live in the US.  Any money that the owner(s) has put into the business has already been taxed.  Yes corporate profits are taxed at a reduced rate. Should they be taxed at all?  Is this double taxation a good thing?  Or should the tax code encourage capital investment?   

        1. Double taxation? I thought corporate charters were their own entity…. Transactions are taxed, not wads of cash.

          Investment should be it’s own reward, and taxed at the same rate as wages.

          And governmental fines on corporate activity should fall on investor profits, actually promoting corrective action instead of it being simply externalized onto the employees and consumers.

          1. Corporate charters are their own entity.  You are entirely correct.  Where does the entity’s money come from?  Thin air?  Was that money already taxed?  Is it a good idea to tax it again?  Should we care about incentives?  Are corporations groups of people getting together to try and help other people?  If so, should the tax code discourage their actions?

          2. Then why was the person they made money from to invest in the first place taxed? That is circular logic, transactions are taxed, not wads of wealth.

          3. ‘ Are corporations groups of people getting together to try and help other people?’

            No. Absolutely not. They are groups of people getting together to produce profit for themselves. They have no regard for their fellow “people”, their environment or their needs.  I think of them as sociopaths.

          4. I’m sorry Greg but the only way that could work would be to number each monetary unit of exchange and tax it only once in its existence. 

            BTW, since you are dead set on asking questions instead of making statements, at least number them please.

            1. Q. Where does the entity’s money come from? 

            A. Not germane

            2. Q. Thin air?

            A. It may as well have for all it matters.

            3. Q. Was that money already taxed?

            A. No.

            4. Q. Is it a good idea to tax it again?

            A. Yes. caveat – It was not taxed for a transaction before that same transaction, therefore cannot be taxed “again”.

            5. Q. Should we care about incentives?

            A. To date no one has ever required an incentive to chase a carrot. 

            6. Q. Are corporations groups of people getting together to try and help other people?

            A. No, not necessarily, not even 501c3 must necessarily do that. but if they were then that would be the incentive beyond the typical carrot. You may have watched too many recent British Petroleum ads.

            7. Q. If so, should the tax code discourage their actions?

            A. Not so, thereby the remainder is moot.

          5.  I find all this yak about double taxation ridiculous at best and disingenuous at worst.  If “double taxation” is an issue how does one justify income tax and sales tax?  The same income that was taxed as income is taxed when it is spent?  Why is that not “double taxation”?

    3. Without the privileges he enjoyed by birthright, Romney would be an over aggressive angry salesperson failing to realize it is a Mitt Romney as we know him that is making sure he accepts a higher quota for less commission.

      Your attempt to make it seem as though corporations represent the interests of their workers when you mean shareholders is a poor one.

      1. When did I “attempt to make it seem as though corporations represent the interest of their workers”? For the corporation the workers are a means to an end.  For the workers the corporation is a means to an end. I said that the corporations tries to help their customers.  That is how they make money.  That is how they maximize the profits of their shareholders (as they should).
        Awaiting your reply that their customers that voluntarily purchased their product are “victims” in 3, 2, 1…..

        1. “Corporations are groups of people working together to bring something to others that they value (Hopefully).  What he was trying to point out is that when you tax a corporation, which many people think makes so much sense, you aren’t taxing an inanimate object, you are taxing multiple persons.

          Corporations do vote.  Corporations are groups of people and most of them do vote.  It is sad when people take stuff out of context and get self righteous. ”

          Corporations are comprised of groups of people, shareholders, directors, management, labour.

          Your failure to disambiguate between these interests is classic weasel wording and your statement resolves to Corporations (people) are groups of people (components of corporation) who vote together in the collected interest of the (people) Corporation.

          Good thing you’ve got that cop-out “Oh just quit or buy them out if you won’t accept their views” Too bad it is garbage for any realist.

          Now ask yourself some more questions to answer or not, it’s just fascinating!

          BTW, with regards to taxation and the avoidance thereof, everyone is a victim of corporations. Try to stay on topic.

      2. Without the privileges he enjoyed by birthright, Romney would be an over aggressive angry salesperson

        In other words, Al Bundy.

        1.  lol…I never thought Al was an aggressive salesperson since he mostly insulted customers.  His nominal, as so many title are nowadays), title was salesperson, but his aggression and anger were personal, an distinctly not calculated to increase sales.

          As such, I think you owe Al an apology…..

    4. Corporations are *made of* people the way soylent green is made of people. They are not people the way you and I are people.
      If missing this point with carpooling is silly, it’s much much worse to miss this point with the 14th amendment.

    5. Doesn’t make sense, sorry.  Corporations can own property and when they do the people who work at that corporation do not have any stake in that ownership.  They can’t, for example, sell it to someone else.  Corporations are clearly not identical to the people working for those corporations — in fact, that would render the concept of an employment contract nonsensical.  A contract requires two parties and in the case of an employment contract with a corporation one of those parties is the employee and the other is the corporation itself.  Under your theory people would be signing employment contracts with themselves.

  8. But one’s friend has a biological, mental, moral life apart from his or her documentation attesting to his or her identity: a corporation, not so much. A corporation without its articles and paperwork would just be so many organs, if you will, buildings, stock, IP, etc., all physically existing but without a unifying identity . . . whereas without his or her drivers’ license or passport your friend is still your friend.

  9. Corporations are people, eh.

    Fine. Time to start locking them up for their demonstrated sociopathic behaviour. After all, it would be for their own safety. We wouldn’t want those poor suffering ‘people’ to hurt themselves or others, right? I know, we’d run the risk of institutionalization, but what can else can be done? They won’t take any medications to control their mental health issues.

    However, not all is lost. Some corporations are trying to fit in with normal society. We should help them with that. You know, have them do the same things that average people like you and I. Things like paying taxes. Make them clean up after themselves (good hygiene is important). Teach them about using common courtesy and respect when interacting with others. How to interact with others in a positive and healthy manner. How to share. Get down to basics with teaching common courtesy and respect. Teach them that sharing is a good thing, that there’s enough for everybody.

    1.  Sadly, I think the only answer is personal corporate-hood, only taxing individuals what they have left after cost of living expenses at the same rate as capital gains…

      Then, the wealth and influence of corporate charters lobbying for more favors would benefit everyone equally.

      It is a cynical view…. the other non-cynical view is the government stop support corporate business models and start supporting cooperative models,

      That’s not very likely to happen, though. The government is only worried about the profit margin of a few.

      1. To be serious, to call a corporation a person is simply nonsense. To grant them any such rights as Free Speech is, well, stupid. That is because the rights in our various Charters are called HUMAN rights.

        I understand the desire to grant corporations some equivalents to person-hood as it allows them to own land and objects, etc. But, the bottom line is that corporations are not alive. They have no conscience. They do not feel love, hate, remorse or any other emotion. Many corporations do not even have a whole body. Could any thing be alive if parts of itself are scattered around the world?

        Corporations are not self-aware nor sentient. They have no self-determination. As a result, corporations are incapable of forming and holding opinions. Any opinions expressed in the name of a corporation are formed by a group of individuals, the Board of Directors. And being able to form, hold and express opinions is fundamental to the right to Freedom of Speech.

        To grant corporations anything approaching human rights would be the same as granting the Right to Life, Liberty and the Pursuit of Happiness to a rock.

        Rather than treating corporations as some sort of artificial being, treat them as they really are. Treat them as tools. A corporation is nothing more than a hammer. It can be used to build or destroy. It is used by living, breathing human beings. Human beings who can be held responsible for how that hammer is used.

        1. A corporate charter is in a large part about limiting the liability of the owners, though. The corporate boards who actually run them are only concerned with the profit margin, by law in many cases. That’s why I think corporate taxes and fines should fall fully on owner/investor profits, actually promoting corrective action instead of just giving that tool a means to externalize cost onto consumers and employees.

          1. Go further. Personal Responsibility. I agree with limiting liability, but only to a certain point. For example, if the corporation’s actions result in death, then the Board of Directors, CEO and COO are held responsible.

          2. Yes, but if the ceo does not maximize profits at all costs he knows he will be replaced by the investors just like any other employee.

        2.  good point about the difference between a legal “person” and an actual human.

          Leads to the idea that we have enshrined the sociopathic personality as some sort of acceptable standard for human/person behavior.

      2.  unclegabby, you might spark a few other ideas reading a 4 part series recently posted by Michael Hudson on the Naked Capitalism blog.  I know it had that effect for me.

        bon appetit!

  10. Corporations should be more accurately be labeled as machines. They are amoral (not unmoral) creations of humankind. The good ones are controlled and part of working democracy. The uncontrolled ones are deadly machines that need to be regulated and legislated. The day they become sentient they can ride next to me in my vehicle.

    The wiki on Corporate Personhood is a fascinating history and read.

      1. If Godzilla movies are really about Hiroshima, and alien invasion films are really about creeping communism, than any film about rogue AI is really about corporations run amok.

          1. I think corporations taking over stories are well represented in the New York Times…lol…

            Did you see the Op-Ed piece the other day which essentially said we should get rid of the US Constitution cause it just gets in the way of governing, and put for the proposition that protections for the individual against government deprivation of property or liberty are still good ideas but they should just be done out of basic respect and don’t need to be enshrined in a constitution?  

  11. All of those who oppose corporations not being legal entities should look at it this way. Having corporations as legal entities enables people to take business risks and protect their personal wealth if the risk doesn’t pay off. Also, the corporation as legal entity allows multiple people to pool their resources in a structure that provides rules for how the investment money should be used.

    1. Employees invest their time, wages are not profit. What protections do they get?

      Investment should be its own reward without favors from the government.

      Corporate profit is all time highs as is wealth disparity, why should the government support that system?

      1. the “investment” of time an employee makes has a much lower risk.  they are essentially guaranteed a return as long as they have their job.  (yes, they can get fired, etc.) 

        i think the idea of corporations was (in part) to help mitigate the strong disincentive that entrepreneurs might face from liability.  basically – you want to start a company but if you get sued you could lose all your personal assets.  so incorporating gives you some limitations on liability (particularly, it protects your personal assets).  this helps entrepreneurs take risks they otherwise might not.  That’s the argument anyway…

        you can argue whether that liability shield is a good idea or not.  but comparing that to the “investment” a wage worker makes is not really valid.

        1. In many cases that’s all the employee has to invest, it is their whole livelihood.

          If the investor makes risks that the government has to protect, maybe they should not be making those risks.

        2. Externalizing risk might be a sound business practice, but when it also involves externalizing ethical liability, you’re encouraging the creation of sociopathic imaginary friends on whom the wealthy investors can blame the country’s broken windows while making out like bandits in the glass repair business, and then using the broken window fallacy to claim they’re job creators and thus they need to be courted with special treatment or they’ll take their ball and go home to another country.

          1. It’s a form of ethical arbitrage, and when you puny humans realize that, you’ll let go of your obsolete notions of morality, and let the wisdom of the market decide.

        3. comparing that to the “investment” a wage worker makes is not really valid.

          Well, that’s true.  The investor won’t be living under a bridge when he kills the company by sucking all the capital out of it.

        4. Strong safety nets, social democracy, that’s the way to promote real entrepreneurship. Risks are easier to take when you know failure or a medical bill won’t ruin your life financially.

          1. Now that’s a totally valid argument. 

            Risks are easier to take when you know failure or a medical bill won’t ruin your life financially.

            That risk is one of the things that I think the limited liability of incorporation is intended to mitigate.  Another way to mitigate it is to have a MUCH more socialized society.  But that probably means higher taxes.

            And even so – the US is a VERY litigious society.  As an entrepreneur I would be leery of starting a business without the legal protection of a corporation.  Not because I want to plunder society.  But because people sue at the drop of a hat in this country.  Sad but true.

        5. “i think the idea of corporations was (in part) to help mitigate the strong disincentive that entrepreneurs might face from liability.”

          That is true, as far as it goes.  But the original idea was that the liability was faced in accomplishing a purpose necessary to the public good.  Also originally, in addition to having to demonstrate a public benefit, the charter of a corporation was not perpetual, as it is today, but was limited in duration to the time necessary to actually achieve the objective.

    2. Having corporations as legal entities enables people to take business risks and protect their personal wealth if the risk doesn’t pay off.

      Having corporations as legal entities enables people to take inappropriate business risks that maximize short term profit for the owners and executives, allowing them to pocket vast fortunes without having to pay it back to investors after they run the corporation into the ground.  FTFY.

    3. No one is seriously arguing that corporations shouldn’t be legal entities. It’s that these legal entities should be protected under the law as if they were actual persons- that’s a perversion of the law that this stunt is trying to address.

      1. Hear hear, the question boils down to “Should corporations be able to influence elections unchecked?” 

        To some 

        “Yes. because the game is crooked anyway” 
        “Yes, they have the money to influence the election, so they can and it should be legal.”
        “Someone has to employ ex-officeholders”

        or any number of reasons that abandon democracy because money.

        To some

        “No, if they are going to buy senators it should be called graft and wrong and carry risks”
        “No, the willingness of individuals to employ their private fortunes should be sufficient and allow a better opportunity for  a social democracy that is effective for all”

        or any number of reasons that support the notions of ‘of the people, by the people, for the people’ and not necessarily just the monied people.

        Fact is, no one gives a rats ass about a corporations right to free speech, we all know they can spout bullshit all day and night, right? Same as you and me.

        It’s just a large number of people don’t want them to disproportionately and legally effect the outcome of elections because that is bullshit propped up on this free speech fakir argument.

    4.  I have nowhere seen anyone opposing the idea that corporations are, or can be, LEGAL entities.   In fact, they are nothing but just that.

      The argument is against them having their own “free $peech” rights, separate and apart from the individuals who constitute them.

      All the points you make for having them are valid.  What’s missing is any notion that there should be some quid pro quo to society at large for the privilege of this protection which is not afforded to individuals.

      That’s the nut of the matter, in my opinion.  Every right bestowed by the state has a corresponding duty to the state.  As currently constituted, (although a deviation from the original concept which required a valid public purpose), a corporation has NO higher legal obligation than the “best interests of the shareholders”.

      If you believe those to be the same as the best interests of society at large then there’s not problem.  I don’t.

  12. So one of Google’s self drive cars would automatically qualify as a person, so if you are riding in it you’d have HOV access even if you were by yourself. 

    Too bad no one owns the internet, it looks like it’d fit easily on the floorboard.

  13. corporations aren’t the problem.  corporate personhood (in the strict sense of limiting liability) is not a problem per se. 

    how our legislators/politicians do or don’t regulate corporations (and really any businesses) is the problem.

    fixating on silly “corporations are people” memes is a sideshow.

    1.  Corporate person-hood is how those corporations justify influencing the politicians in their favor…

    2. On the other hand, corporate personhood is part of what gives corporations the leverage needed to prevent legislators/politicians/appointees from doing their jobs effectively.

      I see your attitude everywhere, especially from libertarians.  It seems to boil down to this:
      -Unless every single politician, legislator, and political appointee is doing his or her job flawlessly and without any immoral or unethical dealings, the problem is the fault of the government.
      -Even if corporations/owners or operators thereof are doing incredibly unethical, terrible, horrible things or ruining the economy through their incompetence, the problem is the fault of the government.

      I don’t buy it.  It doesn’t make any sense.  There IS an onus on people working for and within corporations to do so ethically and if corporate personhood lets such people avoid this responsibility then we really should be reconsidering that legal doctrine.  You can’t tell me it’s the government’s fault when Wells Fargo launders money for Los Zetas.  Someone at Wells Fargo should bear a little responsibility too.

      1. You misunderstand.  I don’t mean people at corporations shouldn’t be ethical or don’t have moral responsibility.  I just mean that unless you think we should do away with the concept of corporations entirely (which is certainly one point of view) then we need to make them work.  And if we want to make them work – what are the SPECIFIC things we need to fix?  Not just “corporations bad”.  For example, I would argue the Citizens United decision may have been a bad idea and could use some fixing.

        I would also argue the the limitations of liability provided by corporations do have some merit.  But also some downsides.

        And if we want to do away with corporations – what’s the alternative?  Co-operatives are an interesting idea.

        I’m just saying – instead of all the general hand-wringing – let’s talk specifics.

        1. I don’t “misunderstand”.  This is simply NOT what you said in the comment to which I replied.  Perhaps you just weren’t being specific?

          Corporate personhood is part of the problem.  Your initial comment denied this, but now you admit it:

          I would also argue the the limitations of liability provided by corporations do have some merit.  But also some downsides.

          Please excuse me for responding to what you said rather than what you meant.

          1. What I said exactly was

            corporate personhood (in the strict sense of limiting liability) is not a problem per se.

            Which is exactly what I meant.  I think that is pretty specific.  Especially the parenthetical.  “Also some downsides” is in no way a flip-flop unless you assume that unless I qualify something I think it’s perfect.  I don’t know why you would assume that.

  14. Ahem. California Vehicle Code section 470:

    470. “Person” includes a natural person, firm, copartnership, association, limited liability company, or corporation.

    That being said, I think the prosecution can just say that the physical embodiment of a person is what is used for determining the occupancy number of a vehicle. One body, one person. Frieman might be able to choose which person he was the embodiment of — Mr. Frieman, or Frieman Inc. — but only one.

    How occupancy is determined doesn’t actually appear to be in the code, so I’m sure there will be a quick interpretation and they’re done.

    1. …used as a distraction while the Church was cheerfully destroying native cultures and religions and incinerating uppity women and queers?

  15. Or how about option 3: individuals don’t surrender their rights just because they decide to start acting in concert as a corporation.  

    1.  Sure, they then can take on the personal liability, also. When the countless lawsuits over something like the gulf oil spill happen, the investors could all be personally liable beyond what they invested.

    2. No one is arguing than individual surrenders rights up forming or joining a corporation.  The argument is whether the corporation, as a recognized (fictitious) entity, possesses the rights of an individual.  This was the line muddied by Citizen’s United.  That decision made no change whatsoever to an individuals right to act as they saw fit.

      Though it was not even the actual issue before the Supreme Court, that having been the applicability of McCain Feingold to a pay-per-view as opposed to other broadcast media, Justice John Roberts actually called for rehearing after the main argument on the issue of whether or not a corporation had the same “free speech” rights as an individual.

      Draw what inferences you will from the fact that rehearings, while not uncommon, are usually to clarify some point prior argument before the court, and it was rather exceptional to call for one on an issue not even raised but injected by the justice.

      In the context of McCain Feingold the term “free speech” applies to limits on the amounts of money they can contribute and/or spend promoting political purposes.

      Prior to C.U. there were limits on corporate vs. individual contributions.  The decision removed those limits by equating them as the same.

      A similar issue on the other side of the political spectrum is raised by the contributions of unions, using the dues of members to promote political causes and candidates.  In those cases, the courts recognize the rights of individuals to opt out of that portion of their dues which goes to support political issues.

      So why are not shareholders permitted the same discretion?  Perhaps it hinges on some notion of ownership vs. membership.  I don’t know.  I only know the distinction exists.

  16. I’m probably the only person here who thinks corporate personhood COULD be a good thing.

    The reason is that the law holds people responsible for their actions. Historically corporations have not been held responsible. 

    Now that corporations have a first amendment protected right to free speech, perhaps the law will have more power to force them to keep their word.


    1. “Now that corporations have a first amendment protected right to free speech”

      No.  People have a protected right to free speech, and they don’t lose that right just because they get together as a corporation to publish books or films or things like that.  The idea that speech published under a corporate aegis has no first amendment protection and that it can be regulated and censored with no first amendment scrutiny is horrible and can only be held by someone who hasn’t even for a second considered the implications of it. 

      It’s hilarious. Happy Mutants LLC is a *corporation*. So do you think that Corey Doctorow the individual has a first amendment right to free speech, but the government gets to tell him what he can publish on BoingBoing, since it’s owned by an LLC?

      1. This is a false argument. As a rule, if a corporate publication slanders someone, it is the corporation and not individual authors who are liable. So no, its speech has never been the same thing as that of the people who it employs.

        1. “As a rule, if a corporate publication slanders someone, it is the corporation and not individual authors who are liable.”

          First, defamation’s a civil matter, not a criminal one, and if you want to try to hold the individual authors liable you can certainly do that.  Jerry Falwall didn’t just sue Hustler magazine, he sued Larry Flynt *as an individual*.  It’s a matter of tactical wisdom whether or not you want to sue the individual or not, and the corporation probably has more assets to go after.   If you want money for defamation, who are you going to sue, some beat reporter who could declare personal bankruptcy or the NYT Corporation?  Second, your “rule” isn’t actually a rule at all.  When US Weekly claimed Sharon Stone had a facelift, she didn’t sue US weekly, she sued the individual who made that claim.  David Schwimmer didn’t sue the National Enquirer, he sued the individual who made claims about him. 

          Third, of course it’s not the *same* thing.  A company isn’t allowed to claim that cigarettes cure cancer.  Tobacco companies aren’t allowed to run commercials during childrens’ programs.  There are all sorts of restrictions on corporate speech that don’t apply to individual speech.  But the notion that’s being greeted with incredulity and contempt here is that the first amendment protects corporate speech *at all*.  Again, the only way you could take that state of affairs as desirable is if you didn’t consider for even a second the implications and inevitable end result of it.

          Again, the government argued before the Supreme Court in the CU case that it has the power to ban books, if those books contain political speech.  Either reconcile yourself to arguing in favor of the government being able to *ban books* because they contain political speech or recognize that it’s a good thing that the First Amendment has some relevance for corporate speech.

          1. But the notion that’s being greeted with incredulity and contempt here is that the first amendment protects corporate speech *at all*.

            No, the notion that’s being greeted with incredulity and contempt here is the fact that the first amendment has been interpreted as guaranteeing a corporation — a legal person but one with no mind and therefore no political opinions — to spend unlimited money on political advertising.

            In other words, corporations allow the human beings who control their assets to use money that is not their own to push their own political agendas into the media.  The effect of this is to amplify the political speech of those individual human beings who control large corporations.  The corporation itself — again, no mind, no opinion.

            The problem is that this seems to stack the deck maybe a little too far in favor of capital.  I think the concern is understandable.

            I haven’t seen anyone express any problems with protection of corporate speech outside of politics.

      2. Boing Boing is hosted in Canada. So rather than the first amendment, you should be thinking the Charter of Rights and Freedoms 2b.

        2. Everyone has the following fundamental freedoms:
        (b) freedom of thought, belief, opinion and expression, including freedom of the press and other media of communication;

        1. Why do you think that it’s hosted in Canada matters if its parent corporations is  registered in and operates out of the state of California? 

    2. Corporate personhood has been around since it was established in 1886, and it hasn’t been a good thing since. No reason to think anything will change.

      1. The funny thing is that it was never ruled on or ammended to the Constitution, a clerk of the court (a former railroad ceo) added it as a footnote and the courts have ran with it as precedence since. This is after literally dozens of attempts and over a century to get it through.

  17. I usually just drive with a huge can of soylent green in the passenger seat, because it is a known known that soylent green is people.

  18. Funk Daddy, the thread has reached it’s limit so I will just ask another question:

    Do You consider $850 million in sales “Mom & Pop”?

    1. Yes.

      Sales are not retained earnings, or a good indicator of same. 

      That could indicate an intellectual firm of ten people or a firm of 20 with an outsourced plastic icetray factory of 5000+ or any number of configurations, not that it matters.

      The fact you think it is going to impress, or that you think that even begins to be comparable to large corporations is laughable.

      For example, “sales” can be said as revenue, one of my examples, Toshiba, 6.204 Trillion in “Sales” (revenue). But that’s not how much money they retained, no indication of worth (except BIG)

      If it’s a large company, put up or shut up, any acquisition is public knowledge anyway, and no one cares about your brother the plumber who participated in a buyout.

        1. “This isn’t pie in the sky.  My wife’s brother works for a company that did just that. They were unhappy with management and the employees bought them out.  It is going well so far, although it is very risky.” 
          ‘Do You consider $850 million in sales “Mom & Pop”?’


          ?? Your example fails. The employees were happy with management, a management that sold/encouraged the ESOP plan to purchase. A management that was retained and included in the ESOP. The company was on the road to new ownership already as it was on the auction block seeking to be acquired. 

          The company already possessed the structure of a cooperative operationally, for 20 years+, which puts them further from the norm, and enjoyed a mutually beneficial relationship between unions/labour and management. 

          Your example is so far from the norm as to be called extreme exception, proving the rule.

          Also, the company was valued and sold at 810 million, and does 1 billion in revenue, which may indicate an annual retained earning of 200 million +, which is good, although still small compared to large corporations it has had good returns for years.

          Sorry, but your brother didn’t buy out management, was not unhappy with management, and the risk is no greater than the prospect of job loss, damaged pensions/lost retirement that can easily and has before resulted if the new and unknown owner had turned out to be associated with your buddies at Bain Capital.

          GJ on proving everybody else correct Greg.

          1. If they were happy with management why would these working class people like my brother (in law) risk their life savings?  The risk is much greater than job loss.  When you lose your job, your 401k is still yours.  If you have gambled it to purchase shares in ONE company, than if that company goes under, you are penniless.  These people believe in what they are doing and are putting their money where their mouth is. 

          2. Are you seriously asking me why the article you posted contains the information it contains?

            Read the article, management, from the top down (CEO) proposed the ESOP and brought the employees in. They risked their retirement because they had faith in their company and especially in their management and each other. The entities that owned the majority of voting shares, non participating foreign owners, were accepting offers, for reasons purely their own. 

            You have to be thick to think that a 401k is some sort of ironclad guarantee, have you been asleep these past 25 years? And the average worker had 16 years, a 401k with 16 years is not sufficient to retire beyond poverty. If they were bought out and liquidated, a Bain specialty, they would have no job, no prospects and minimal savings. 

            It is hilarious that you posted that without reading it, you are truly a Romney man, you are precisely the sort of American he wants to “lead”.

            Do you even see what the title implies? “It’s a gamble on paper” Christ Greg, it’s a paper company, the title is a pun, the real risk was in not doing what they did.

          3. I cannot post after the one below, so I will post here.  I am done after this.  You should listen to more Funkadelic my new friend.  I recommend “Good Thoughts, Bad Thoughts.”

            It is a newspaper article and does not contain the entire story.  Unlike you, I actually know someone involved and the facts behind the situation.  Feel free to accept all facts from the “corporate” newspaper.  

            No, 401k’s are not ironclad, but anyone knows that a 401k invested in one company is much riskier than one diversified over numerous corporations.  

            Also, I don’t recall ever saying I was a Romney man.  I am ABSOLUTELY not.  In this political atmosphere you couldn’t pay me to vote for any of the possible winners, R or D.  I just pointed out Romney has been ridiculed by taking a quote out of context.  Corporations are groups of multiple persons.  The word for multiple persons is “people”.  He wast just trying to say that when you tax a corporation, you are not taxing an inanimate object.  Those taxes end up being paid by the the people who own the corporation, and also passed on to their customers.  

    2.  Greg, if employee-owned cooperative corporations were the norm I think we’d all feel a lot better about corporations in general.  You’re citing an edge case as justification for a bunch of heinous and unnecessary shit.

  19. Corporations are human (at least on this planet) but not human beings because they are not beings.

    That was a problem with Valentina by Joseph H. Delaney and Marc Stiegler. Valentina was the opposite of an ordinary corporation, a being but not human.

  20. So. What if the car were a google autonomous car and I were in the passenger seat? What if, like all NYC cabs, the car were its own individual company thereby making it a person.   What of the corporate papers were in a “body” of some type that resembled a human. Such as a blowup sex doll and the company name was “blowup sexdoll”.   And the entire being of the company was the sex doll?   

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