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The fact that the Texas 2 Step is not explicitly illegal is a freaking travesty and the biggest evasion of justice I can think of. EDIT: There's a TV show me a

The fact that the Texas 2 Step is not explicitly illegal is a freaking travesty and the biggest evasion of justice I can think of. EDIT: There's a TV show me and my wife like call leverage. In the show one of the bad guys who is a powerful CEO says "That's the thing if you or I kill a guy we go to jail. Our company kills a guy we shell out a couple dollars and are on our way." There needs to be personal consequences for those involved in this, the concept of a corporation and not a person being liable is at the root of the issues. Individuals should be held accountable for what they do, they shouldn't be able to hide behind a legal fiction to protect themselves from the consequences of their actions. Most of the problems people blame on capitalism aren't a problem with capitalism they are a problem with corporatism. I guarentee there are plenty of CXOs who would be making much different decisions if it involved their asses being thrown in jail, rather than a simple restructuring of their holdings.

megiddo 4y ago
Personal liability is still a thing. If you kill someone as part of your job, you are criminally liable and the corp is civilly liable.
- lmm 4y ago
  The owners of corporations have limited liability - that's kind of the whole point of a corporation. And it's fundamentally unjust.
  - jacquesm 4y ago
    It is an absolutely enormous bug in capitalism and the way the corporate charter is used. Our great grandchildren are going to look back on this age as the age where everything was set up perfectly for what to them will likely be known as 'the big crash' or something to that effect. I can't really see a way out resulting in both (1) getting rid of these constructs and (2) not having that crash anyway on account of the economic backlash of (1). This is a major problem, the question that remains is whether it is the major problem or just one of a whole slew of them that is currently vying for top place.
    - zo1 4y ago
      That's not capitalism. That's 100% purely government with various parties having supposed benefits out of it. And the fact that we have it in our law books and can't change it or have been unable to till now, then you have to concede it's "Democracy".
  - _23sd 4y ago
    J&J's executives aren't off the hook for personal liability because of limited liability for owners (J&J is 70% owned by institutional investors, so the owners are more mutual funds than the CXOs), if there was a claim against them then owning some stock wouldn't protect them. They're off the hook because the corporation has vicarious liability for its employees' actions. To punish executives for their actions on behalf of a corporation, I believe you'd want to change agency law rather than corporate law.
    - wahern 4y ago
      Principal liability doesn't, per se, protect the agent. But certain torts can be difficult to pin on an agent personally when the negligence is a byproduct of aggregate decision making of the corporation. A corporate truck driver who negligently runs someone over--both the driver and their employer are liable. A truck driver who, reasonably relying on his employer's mechanics to maintain the truck, runs someone over when a tire blows because of poor maintenance--not personally liable as he didn't do anything wrong, but their employer would be, as well as possibly one or more of the mechanics, and even possibly one or more executives if they knowingly, negligently cut resources to the mechanics department.
      - dwallin 4y ago
        Now if the shareholders need next quarter’s numbers go up to juice the stock price and make it clear to the executive team that if they don’t reduce expenses they will find someone who will. Where should the liability lie if the only way to meet those expectations is to cut resources to the mechanics department?
        wahern 4y ago
        In principle if you can prove the elements of a tort for one or more shareholders, such as by showing they used their voting control to direct negligent resourcing, then they'd be liable. There is no principal of law categorically protecting them, like a magic talisman. In practice, however, it's difficult to make that case; in particular, it's difficult to prove causation as shareholders are rarely so directly involved in the administration of a company. However, for smaller companies where the shareholder pool is smaller and they're more engaged, or perhaps even for large companies where one of the shareholders has a controlling stake and is very hands-on, then I wouldn't be surprised if there are indeed examples. The limited liability of shareholders concerns their vicarious liability. Principals are strictly liable for non-intentional torts of their agents, regardless of whether the principal personally did anything wrong. (If they did something wrong, that's another matter.) But in the case of a corporation or similar limited liability entity, this vicarious liability is cut off at a certain point in the ownership chain.[1] The point of this little subthread is simply that liability extending vicariously to a principal doesn't magically protect the agent. Employees are less often sued simply because it's a waste of time and energy when you can sue the employer; and while an employer could sue an employee to recover, employees rarely have the assets, and in any event it's not very good for employee morale. So as a software programmer, when you make a commit into repository for Big Corporation, don't think you're magically protected from negligence liability simply because you're an employee. It doesn't work that way. Nobody else is magically protected, either. But by the nature of things, it's the people and entities with the most direct involvement that bare the most risk of a successful claim, along with their principals. [1] There are proposals to tweak the rules for how and when this vicarious liability is cut-off wrt shareholders. See, e.g., https://repository.law.umich.edu/cgi/viewcontent.cgi?article=1674&context=articles https://repository.law.umich.edu/cgi/viewcontent.cgi?article... But such proposals concern the cut-off for strict, vicarious liability. Generally speaking, there are no hard boundaries when it comes to non-vicarious/direct liability for negligence, notwithstanding the often complex rules implicated when it comes time to determine whether someone was in fact negligent. By contrast, there are legal regimes where liability for negligence only extends to relationships enumerated in statute. Civil Law is in principle like this, though national codes typically contain catch-all provisions that effectively give rise to something much like Common Law Tort.
  - anonuser123456 4y ago
    An owner has criminal liability if he performs a criminal act. The owner has limited liability only in so far as he is not part of a criminal act. That is, if the CEO and subordinates commit a crime without the knowledge of a shareholder, the shareholder is not liable.
- dragonwriter 4y ago
  > If you kill someone as part of your job, you are criminally liable and the corp is civilly liable. The corp, and people directing it so that killing is part fo your job, may also be criminally liable; for multiple examples of corporate (but not personal) criminal liability for killing people, see the array of felony convictions PG&E has racked up for killing people.
- dsfyu404ed 4y ago
  Unless you work for the government in which case you claim qualified immunity and the government claims sovereign immunity. Heck, depending on how strong your union is you might even get a paid vacation.
- naikrovek 4y ago
  > If you kill someone as part of your job, you are criminally liable and the corp is civilly liable. the number of police laughing at this comment is immeasurably large.
refurb 4y ago
Why should it be illegal? It’s actually beneficial to the people harmed. What’s the alternative? Hundreds of lawsuits, each individually going to court, no defined chances of restitution, dragging out for decades with eventually the source of funds dismantled. Instead, the complaints are resolved from a defined source of funds, with the money making assets separated out so that an going concern isn’t destroyed. And that doesn’t even go into the spurious nature of the asbestos complaints themselves.
- BoiledCabbage 4y ago
  It is legally ruled that based on reckless behavior people are owed money. So a corporation takes all of it's money and money making assets and hides it, and then takes a worthless thing be held responsible and to you "this is beneficial to the people harmed"? > with the money making assets separated out so that an going concern isn’t destroyed. If this isn't an incredibly deceptive sentence. Essentially we should pay them as long as it doesn't inconvenience us. If it would, we should be shielded from it. Could you explain how that is good? Do you see that as someone or something being accountable or it's actions? Or dodging accountability?
  - rcxdude 4y ago
    The top comment does explain that because of this agreement between goodco and badco, goodco isn't actually shielded from the liability, because it still has to reimburse for the liabilities now owned by badco. If that's actually honored it doesn't seem like a bad thing at least (now it might be enabling more legal skulduggery later down the road, so it's reasonable to be suspicious, but the actions so far don't seem as nefarious as the plain texas-two-step where the two wind up completely split).
  - zajio1am 4y ago
    > It is legally ruled that based on reckless behavior people are owed money. It is not necessary based on reckless behavior. Businesses often have strict liability, which means they are liable for damages even if they do everything right. It is a practical solution that simplifies legal cases (as proving regular liability would be harder) and also works as implicit insurance provided to customers. But it is fundamentally unjust and may be contraproductive in cases where it would destroy proper business or where legal costs markedly overwhelm compensation to damaged parties.
MichaelZuo 4y ago
[flagged]
- consumer451 4y ago
  What would be the point of farming HN accounts? There is no marketplace for accounts of which I'm aware, unlike for Reddit.
  - fragmede 4y ago
    Getting posts to the front page is big business. A launch via ShowHN that hits the frontpage is easily going to get a business going with signups and users that a flop of a post that never gets seen, won't. But you can't simply make 1000 accounts via the same IP, wait three days before using them, and then upvote your story. That'll set off the ring detector and your upvotes won't be counted and you'll never reach the front page. So you buy aged accounts with rich comment history to do so instead. Not that I have any proof of this happening, but the motivation for it should be obvious.
    - nickphx 4y ago
      I would think similar effort could be put into developing a compelling or useful enough product that such tactics would be unnecessary..
      - fragmede 4y ago
        I would encourage you to spend more time submitting posts (looks like you have none on this account), and browsing https://news.ycombinator.com/newest https://news.ycombinator.com/newest and seeing what fails to gain traction and get upvoted, to disabuse you of this naive notion. That the frontpage is so fickle is such a known problem that dang created* the Second Chance Pool** to give good links another opportunity to rise to the top. * https://news.ycombinator.com/item?id=26998308 https://news.ycombinator.com/item?id=26998308 ** https://news.ycombinator.com/pool https://news.ycombinator.com/pool
ck2 4y ago
The problem is not only is the government okay with it, they are "in on it". Look at leaded fuel still in use and sprayed everywhere for decades. How can people be freaking out about talc and not about leaded fuel sprayed everywhere?

megiddo 4y ago

Personal liability is still a thing. If you kill someone as part of your job, you are criminally liable and the corp is civilly liable.

lmm 4y ago
The owners of corporations have limited liability - that's kind of the whole point of a corporation. And it's fundamentally unjust.
- jacquesm 4y ago
  It is an absolutely enormous bug in capitalism and the way the corporate charter is used. Our great grandchildren are going to look back on this age as the age where everything was set up perfectly for what to them will likely be known as 'the big crash' or something to that effect. I can't really see a way out resulting in both (1) getting rid of these constructs and (2) not having that crash anyway on account of the economic backlash of (1). This is a major problem, the question that remains is whether it is the major problem or just one of a whole slew of them that is currently vying for top place.
  - zo1 4y ago
    That's not capitalism. That's 100% purely government with various parties having supposed benefits out of it. And the fact that we have it in our law books and can't change it or have been unable to till now, then you have to concede it's "Democracy".
- _23sd 4y ago
  J&J's executives aren't off the hook for personal liability because of limited liability for owners (J&J is 70% owned by institutional investors, so the owners are more mutual funds than the CXOs), if there was a claim against them then owning some stock wouldn't protect them. They're off the hook because the corporation has vicarious liability for its employees' actions. To punish executives for their actions on behalf of a corporation, I believe you'd want to change agency law rather than corporate law.
  - wahern 4y ago
    Principal liability doesn't, per se, protect the agent. But certain torts can be difficult to pin on an agent personally when the negligence is a byproduct of aggregate decision making of the corporation. A corporate truck driver who negligently runs someone over--both the driver and their employer are liable. A truck driver who, reasonably relying on his employer's mechanics to maintain the truck, runs someone over when a tire blows because of poor maintenance--not personally liable as he didn't do anything wrong, but their employer would be, as well as possibly one or more of the mechanics, and even possibly one or more executives if they knowingly, negligently cut resources to the mechanics department.
    - dwallin 4y ago
      Now if the shareholders need next quarter’s numbers go up to juice the stock price and make it clear to the executive team that if they don’t reduce expenses they will find someone who will. Where should the liability lie if the only way to meet those expectations is to cut resources to the mechanics department?
      - wahern 4y ago
        In principle if you can prove the elements of a tort for one or more shareholders, such as by showing they used their voting control to direct negligent resourcing, then they'd be liable. There is no principal of law categorically protecting them, like a magic talisman. In practice, however, it's difficult to make that case; in particular, it's difficult to prove causation as shareholders are rarely so directly involved in the administration of a company. However, for smaller companies where the shareholder pool is smaller and they're more engaged, or perhaps even for large companies where one of the shareholders has a controlling stake and is very hands-on, then I wouldn't be surprised if there are indeed examples. The limited liability of shareholders concerns their vicarious liability. Principals are strictly liable for non-intentional torts of their agents, regardless of whether the principal personally did anything wrong. (If they did something wrong, that's another matter.) But in the case of a corporation or similar limited liability entity, this vicarious liability is cut off at a certain point in the ownership chain.[1] The point of this little subthread is simply that liability extending vicariously to a principal doesn't magically protect the agent. Employees are less often sued simply because it's a waste of time and energy when you can sue the employer; and while an employer could sue an employee to recover, employees rarely have the assets, and in any event it's not very good for employee morale. So as a software programmer, when you make a commit into repository for Big Corporation, don't think you're magically protected from negligence liability simply because you're an employee. It doesn't work that way. Nobody else is magically protected, either. But by the nature of things, it's the people and entities with the most direct involvement that bare the most risk of a successful claim, along with their principals. [1] There are proposals to tweak the rules for how and when this vicarious liability is cut-off wrt shareholders. See, e.g., https://repository.law.umich.edu/cgi/viewcontent.cgi?article=1674&context=articles https://repository.law.umich.edu/cgi/viewcontent.cgi?article... But such proposals concern the cut-off for strict, vicarious liability. Generally speaking, there are no hard boundaries when it comes to non-vicarious/direct liability for negligence, notwithstanding the often complex rules implicated when it comes time to determine whether someone was in fact negligent. By contrast, there are legal regimes where liability for negligence only extends to relationships enumerated in statute. Civil Law is in principle like this, though national codes typically contain catch-all provisions that effectively give rise to something much like Common Law Tort.
- anonuser123456 4y ago
  An owner has criminal liability if he performs a criminal act. The owner has limited liability only in so far as he is not part of a criminal act. That is, if the CEO and subordinates commit a crime without the knowledge of a shareholder, the shareholder is not liable.
dragonwriter 4y ago
> If you kill someone as part of your job, you are criminally liable and the corp is civilly liable. The corp, and people directing it so that killing is part fo your job, may also be criminally liable; for multiple examples of corporate (but not personal) criminal liability for killing people, see the array of felony convictions PG&E has racked up for killing people.
dsfyu404ed 4y ago
Unless you work for the government in which case you claim qualified immunity and the government claims sovereign immunity. Heck, depending on how strong your union is you might even get a paid vacation.
naikrovek 4y ago
> If you kill someone as part of your job, you are criminally liable and the corp is civilly liable. the number of police laughing at this comment is immeasurably large.

refurb 4y ago

Why should it be illegal? It’s actually beneficial to the people harmed. What’s the alternative? Hundreds of lawsuits, each individually going to court, no defined chances of restitution, dragging out for decades with eventually the source of funds dismantled. Instead, the complaints are resolved from a defined source of funds, with the money making assets separated out so that an going concern isn’t destroyed. And that doesn’t even go into the spurious nature of the asbestos complaints themselves.

BoiledCabbage 4y ago
It is legally ruled that based on reckless behavior people are owed money. So a corporation takes all of it's money and money making assets and hides it, and then takes a worthless thing be held responsible and to you "this is beneficial to the people harmed"? > with the money making assets separated out so that an going concern isn’t destroyed. If this isn't an incredibly deceptive sentence. Essentially we should pay them as long as it doesn't inconvenience us. If it would, we should be shielded from it. Could you explain how that is good? Do you see that as someone or something being accountable or it's actions? Or dodging accountability?
- rcxdude 4y ago
  The top comment does explain that because of this agreement between goodco and badco, goodco isn't actually shielded from the liability, because it still has to reimburse for the liabilities now owned by badco. If that's actually honored it doesn't seem like a bad thing at least (now it might be enabling more legal skulduggery later down the road, so it's reasonable to be suspicious, but the actions so far don't seem as nefarious as the plain texas-two-step where the two wind up completely split).
- zajio1am 4y ago
  > It is legally ruled that based on reckless behavior people are owed money. It is not necessary based on reckless behavior. Businesses often have strict liability, which means they are liable for damages even if they do everything right. It is a practical solution that simplifies legal cases (as proving regular liability would be harder) and also works as implicit insurance provided to customers. But it is fundamentally unjust and may be contraproductive in cases where it would destroy proper business or where legal costs markedly overwhelm compensation to damaged parties.

MichaelZuo 4y ago

[flagged]

consumer451 4y ago
What would be the point of farming HN accounts? There is no marketplace for accounts of which I'm aware, unlike for Reddit.
- fragmede 4y ago
  Getting posts to the front page is big business. A launch via ShowHN that hits the frontpage is easily going to get a business going with signups and users that a flop of a post that never gets seen, won't. But you can't simply make 1000 accounts via the same IP, wait three days before using them, and then upvote your story. That'll set off the ring detector and your upvotes won't be counted and you'll never reach the front page. So you buy aged accounts with rich comment history to do so instead. Not that I have any proof of this happening, but the motivation for it should be obvious.
  - nickphx 4y ago
    I would think similar effort could be put into developing a compelling or useful enough product that such tactics would be unnecessary..
    - fragmede 4y ago
      I would encourage you to spend more time submitting posts (looks like you have none on this account), and browsing https://news.ycombinator.com/newest https://news.ycombinator.com/newest and seeing what fails to gain traction and get upvoted, to disabuse you of this naive notion. That the frontpage is so fickle is such a known problem that dang created* the Second Chance Pool** to give good links another opportunity to rise to the top. * https://news.ycombinator.com/item?id=26998308 https://news.ycombinator.com/item?id=26998308 ** https://news.ycombinator.com/pool https://news.ycombinator.com/pool

ck2 4y ago

The problem is not only is the government okay with it, they are "in on it". Look at leaded fuel still in use and sprayed everywhere for decades. How can people be freaking out about talc and not about leaded fuel sprayed everywhere?