8 ms·

Wouldn't personal property in the US fall under the same criteria, in the sense that the government can sue the property itself (civil forfeiture)? But I think

Wouldn't personal property in the US fall under the same criteria, in the sense that the government can sue the property itself (civil forfeiture)? But I think the boring answer here is that we sometimes need legal abstractions. If they don't exist, Microsoft is no longer a distinct entity; it's 200,000 people who for some reason talk to each other, and you can't really audit their finances, punish them collectively, or set any ground rules that apply specifically to their joint activities. This obviously has negative externalities, because while a corporation is easy to fine, it's hard to put in prison... but trying to approach it differently would be about as fun as modeling a CPU as a bunch of transistors.

xg15 11mo ago
I think there is a difference between having some sort of legal entity to classify organized groups as - and that legal entity being equivalent of a person.
roywiggins 11mo ago
Property can't enter into contracts or own bank accounts, which is probably the big marker for traditional corporate personhood. It might be possible to sue property but property can't itself sue, so it's not the same type of thing as a corporate person, which can. You wouldn't need "in rem" jurisdiction if there was a legal person to sue, you'd just call it "in personam" like normal. https://en.wikipedia.org/wiki/In_rem_jurisdiction https://en.wikipedia.org/wiki/In_rem_jurisdiction
- AlotOfReading 11mo ago
  Estates do most of that without any notion of personhood. Suing an estate is in rem. When the estate sues someone else, the executor sues on its behalf. The executor can also enter the estate into new contracts and administer the bank accounts it owns, and so on. The estate can even own a corporation.
  - degamad 11mo ago
    The estate "inherits" (pun intended) its abilities from the personhood of the deceased. It is in effect a legal "Weekend at Bernie's", keeping the deceased party legally alive in order to continue their interests until those interests can be appropriately disposed of. The estate doesn't have independent interests distinct from those of the deceased. (In particular, the estate is not owned by, and does not serve, the beneficiaries.) A corporation has independent goals and interests from any of its owners or officers.
arrosenberg 11mo ago
> This obviously has negative externalities, because while a corporation is easy to fine, it's hard to put in prison... but trying to approach it differently would be about as fun as modeling a CPU as a bunch of transistors. There's nothing stopping the legislature (other than their own self-interest) from passing a law that executives and board members are criminally liable for the malfeasance of their entity. We already apply that logic to positions like a medical lab director.
- wahnfrieden 11mo ago
  It's always possible to think up new rules that solve social issues. The challenge is seeing how such rules would ever robustly come into place. In your example, medical lab directors have no lobbying power and less dramatically profitable upside to their activities.
  - arrosenberg 11mo ago
    That's exactly my point. It's not hard to figure out how to "put a corporation into prison", the issue is that we've been trained to accept corruption as a normal facet of corporate personhood.
- jojomodding 11mo ago
  This is already the case. Or rather, a corporation can not (e.g.) commit murder or theft because that usually requires some physical action. That physical action will be performed by a human, who can then be found guilty. If he was ordered to do so by (e.g.) the board, the board will be held as accessory to the crime and cam also be found guilty. The problem is just that the board can usually claim they did not know, and that they have deep pockets to afford good attorneys. To get around the first thing, you have strict liability laws. Strict liability laws, though, are how you end up with the situation where barkeepers are criminally liable for selling alcohol to underage people, even if they could not have known the buyer was underage (and that's about the only instance of strict liability in criminal law). I personally find this very unjust and would rather that strict liability was not part of criminal law.
ThrowawayTestr 11mo ago
Yup https://en.wikipedia.org/wiki/United_States_v._$124,700_in_U.S._Currency https://en.wikipedia.org/wiki/United_States_v._$124,700_in_U... https://en.wikipedia.org/wiki/United_States_v._Article_Consisting_of_50,000_Cardboard_Boxes_More_or_Less,_Each_Containing_One_Pair_of_Clacker_Balls https://en.wikipedia.org/wiki/United_States_v._Article_Consi...
otterdude 11mo ago
The answer if for congress to make a legal definition of corporation, instead we get the justice system coming up with a handwavy explanation that helps out their golfing buddies. The answer is to get rid of the common law justice system and codify laws in congress like a civil law system. That way you dont get rich people trying to buy favors or "tip" judges.
- anon291 11mo ago
  The treating of a corporation as a 'person' (which is a widely held misconception that doesn't really exist) rests in English common law, not any statute. Corporate personhood does not mean anything of what most people think it does. Corporations are obviously not people and are not treated as such.
  - otterdude 11mo ago
    My point is the benefit greatly from the distinction, never codified in law. They have more rights and fewer responsibilities than actual people! They way it "should" be is that congress creates a legal framework for coporations, then justices enforce that. Instead we are living with a nearly two centuries old common law that makes peoples lives worse. My argument that if corporations are people, then they cannot be bought or sold is the kind of argument you can use to create legal precedent by suing some company over a merger or buyout to test the law and the strength of the original case law.
    - anon291 11mo ago
      Corporations have no rights apart from the people that comprise them. I have no idea why people believe this. Even the corporate money in campaign thing is literally because people who own corporations have rights to donate, not the corporation itself. As long as corporations are run by humans, the humans who control their assets are free to do as is. Again, no one understands corporate personhood yet we all need to be angered by it. Because, 'John should not be able to do what he wants with his money' makes people seem like extremists. If you actually think common law treats corporations as indistinguishable from people ,I have some oceanfront property in Arizona for you.
ar_lan 11mo ago
> while a corporation is easy to fine, it's hard to put in prison... It would be interesting if there were some tangible way to prevent the company from performing operations for some period of time. I don't think this is viable or even necessarily a good idea, but the concept that "Meta illegally collected user data in this way" means they cannot operate for 5 years. It would probably involve large deconstruction of megacorps into "independent" entities so when one does something bad, it only affects a small portion of the overall business. Almost introducing a concept of "families" to the corporate world. But the rabbit hole is odd. Should (share)holders be complicit too, as they are partial owners? I think not. Corporate entities and laws governing them are definitely weird.
- Y_Y 11mo ago
  Could the shareholders have caused or prevented the action? If not then I think it'll be a dofficult prosecution.
  - pjc50 11mo ago
    The whole point of a limited liability corporation is exactly this: that the liability of the shareholders is limited to the value of their investment, and they are not liable for debts or other failings of the company. Without that, investment becomes incredibly risky and you get much less of it.
nzeid 11mo ago
> But I think the boring answer here is that we sometimes need legal abstractions. Absolutely - the legal abstraction is that corporations are corporations, not people. The article went with a lighter hearted quip but here's my own tired old one: If corporations are people, then owning shares is unconstitutional as that would be a form of slavery.
- xg15 11mo ago
  Well, then share buybacks are just the corporation reclaiming its freedom. Everything makes sense now...
- monocularvision 11mo ago
  And if corporations aren’t people, then the New York Times has no right to the First Amendment.
  - jmye 11mo ago
    I'm curious what you think "Congress shall make no law [...] abridging the freedom of [...] the press" means, in this case. Did you just not know what the actual text is, or ... ?
    - bjt 11mo ago
      A restriction on government (as the First Amendment language is phrased) is not the same thing as an individual right. There are plenty of cases where a restriction is in the law, but only a very limited set of entities has standing to sue to enforce it. You could imagine such a case with regard to the First Amendment if we didn't have the corporate personhood doctrine.
      - jmye 11mo ago
        I have no idea what that has to do with my comment or the one I responded to. The freedom of the press is guaranteed by the first amendment. The NYT doesn’t suddenly lose “rights to it” if it’s not seen as a person. “Corporate personhood” is irrelevant, in this comment chain, and is just a way to take a swipe at an ostensibly left-leaning org in order to turn this into a team sport.
notarobot123 11mo ago
Inheriting and extending existing abstractions out of convenience has a lot of unintended consequences and makes for a messy and complicated system in the long-run. Yet a full rewrite at this stage is out of the question. I guess the legal system discovered the "worse is better" philosophy before we did.
mrandish 11mo ago
> while a corporation is easy to fine, it's hard to put in prison... IANAL, but I believe in at least some scenarios, officer(s) of U.S. corporations can go to jail if they are responsible for the directing the corporation to commit certain offending actions (despite not physically doing it themselves). To be clear, I'm not just talking about personal liability for fraud, insider trading, etc they may have committed themselves. A recent example might be when Adobe was fucking around repeatedly making it virtually impossible for users to cancel Creative Cloud subscriptions - despite having already agreed to do so. IIRC the Justice Department issued a warning if it wasn't fixed immediately, they'd prosecute the Executive Vice President responsible for the business unit. Their press release named the guy and emphasized the consequences for continued non-compliance could include that guy going to jail.
- zrail 11mo ago
  Another pertinent example: (in the US) corporate officers are personally liable unpaid wages and can serve time for willfully neglecting to pay their workers.
  - ajdlinux 11mo ago
    In Australia, if a company fails to pay its Goods and Services Tax, or its withholding payments for its employees' income tax, or Superannuation Guarantee (retirement fund contributions), each and every director is personally liable - unless they can prove (and the onus of proof is on them, not the Tax Office) that they had a reasonable excuse for why they weren't active in managing the company, or took all reasonable steps to get the company to either pay the debt or go into bankruptcy the lawful way. Importantly, there is no "wilful" requirement and it applies to all directors, not just those who actively participated in misconduct. If you weren't involved, you have to prove that you actively tried to stop it, or that you weren't managing the company for a specific reason such as being sick. You were the director who mostly turned up to board meetings to help them meet quorum, you trusted the other directors on the board had things under control and you were completely unaware of the debts? Too bad, liable. You hired external advisers, delegated to them, and they didn't do it? Too bad! You decided to wash your hands of the whole thing, and resigned from the board, but didn't actively try to rectify the situation first? Yep, they're still coming for you. (I believe the criminal convictions with prison time only really kick in for those who actively participated in tax fraud or who refuse to pay their director penalties.)
thfuran 11mo ago
Without corporate personhood, you can't even really do business with a business, only with individuals. So if you want your warranty upheld, I guess you have to find Steve who sold you the fridge, because it's certainly not GE's or Home Depot's problem.
TexanFeller 11mo ago
> or set any ground rules that apply specifically to their joint activities. I suspect we can, and I know we should make corporations not have ALL of the same rights as a citizen. The first thing that comes to mind is barring them from political donations. It would also be great if their “free speech” didn’t extend to being able to censor legal content they don’t like or to payment and Internet infrastructure providers being able to cut off service to sites with legal content they don’t like(porn, certain politics, hateful content, etc.).
pjc50 11mo ago
> it's 200,000 people I think a lot of objections are really about scale. Corporate structure solves a lot of coordination problems; the other widely used structure, partnership, scales much less well. Partnership structured businesses tend to be small (exception: John Lewis and Partners, a UK retailer with over 80,000 partners). Most of the objections to corporations are really the same as objections to the hyper-wealthy, where the corporation effectively acts as a sock puppet for the personal views of its management. Citizens United is just a symptom of that. The use of the WaPo as a personal mouthpiece for Bezos is another, but not really affected by the ruling. There are lots of ways out of that if America wanted, but there's significant factions which don't because they want the status quo or a more regressive version. See all the Voting Rights Act litigation.

xg15 11mo ago

I think there is a difference between having some sort of legal entity to classify organized groups as - and that legal entity being equivalent of a person.

roywiggins 11mo ago

Property can't enter into contracts or own bank accounts, which is probably the big marker for traditional corporate personhood. It might be possible to sue property but property can't itself sue, so it's not the same type of thing as a corporate person, which can. You wouldn't need "in rem" jurisdiction if there was a legal person to sue, you'd just call it "in personam" like normal. https://en.wikipedia.org/wiki/In_rem_jurisdiction https://en.wikipedia.org/wiki/In_rem_jurisdiction

AlotOfReading 11mo ago
Estates do most of that without any notion of personhood. Suing an estate is in rem. When the estate sues someone else, the executor sues on its behalf. The executor can also enter the estate into new contracts and administer the bank accounts it owns, and so on. The estate can even own a corporation.
- degamad 11mo ago
  The estate "inherits" (pun intended) its abilities from the personhood of the deceased. It is in effect a legal "Weekend at Bernie's", keeping the deceased party legally alive in order to continue their interests until those interests can be appropriately disposed of. The estate doesn't have independent interests distinct from those of the deceased. (In particular, the estate is not owned by, and does not serve, the beneficiaries.) A corporation has independent goals and interests from any of its owners or officers.

arrosenberg 11mo ago

> This obviously has negative externalities, because while a corporation is easy to fine, it's hard to put in prison... but trying to approach it differently would be about as fun as modeling a CPU as a bunch of transistors. There's nothing stopping the legislature (other than their own self-interest) from passing a law that executives and board members are criminally liable for the malfeasance of their entity. We already apply that logic to positions like a medical lab director.

wahnfrieden 11mo ago
It's always possible to think up new rules that solve social issues. The challenge is seeing how such rules would ever robustly come into place. In your example, medical lab directors have no lobbying power and less dramatically profitable upside to their activities.
- arrosenberg 11mo ago
  That's exactly my point. It's not hard to figure out how to "put a corporation into prison", the issue is that we've been trained to accept corruption as a normal facet of corporate personhood.
jojomodding 11mo ago
This is already the case. Or rather, a corporation can not (e.g.) commit murder or theft because that usually requires some physical action. That physical action will be performed by a human, who can then be found guilty. If he was ordered to do so by (e.g.) the board, the board will be held as accessory to the crime and cam also be found guilty. The problem is just that the board can usually claim they did not know, and that they have deep pockets to afford good attorneys. To get around the first thing, you have strict liability laws. Strict liability laws, though, are how you end up with the situation where barkeepers are criminally liable for selling alcohol to underage people, even if they could not have known the buyer was underage (and that's about the only instance of strict liability in criminal law). I personally find this very unjust and would rather that strict liability was not part of criminal law.

ThrowawayTestr 11mo ago

Yup https://en.wikipedia.org/wiki/United_States_v._$124,700_in_U.S._Currency https://en.wikipedia.org/wiki/United_States_v._$124,700_in_U... https://en.wikipedia.org/wiki/United_States_v._Article_Consisting_of_50,000_Cardboard_Boxes_More_or_Less,_Each_Containing_One_Pair_of_Clacker_Balls https://en.wikipedia.org/wiki/United_States_v._Article_Consi...

otterdude 11mo ago

The answer if for congress to make a legal definition of corporation, instead we get the justice system coming up with a handwavy explanation that helps out their golfing buddies. The answer is to get rid of the common law justice system and codify laws in congress like a civil law system. That way you dont get rich people trying to buy favors or "tip" judges.

anon291 11mo ago
The treating of a corporation as a 'person' (which is a widely held misconception that doesn't really exist) rests in English common law, not any statute. Corporate personhood does not mean anything of what most people think it does. Corporations are obviously not people and are not treated as such.
- otterdude 11mo ago
  My point is the benefit greatly from the distinction, never codified in law. They have more rights and fewer responsibilities than actual people! They way it "should" be is that congress creates a legal framework for coporations, then justices enforce that. Instead we are living with a nearly two centuries old common law that makes peoples lives worse. My argument that if corporations are people, then they cannot be bought or sold is the kind of argument you can use to create legal precedent by suing some company over a merger or buyout to test the law and the strength of the original case law.
  - anon291 11mo ago
    Corporations have no rights apart from the people that comprise them. I have no idea why people believe this. Even the corporate money in campaign thing is literally because people who own corporations have rights to donate, not the corporation itself. As long as corporations are run by humans, the humans who control their assets are free to do as is. Again, no one understands corporate personhood yet we all need to be angered by it. Because, 'John should not be able to do what he wants with his money' makes people seem like extremists. If you actually think common law treats corporations as indistinguishable from people ,I have some oceanfront property in Arizona for you.

ar_lan 11mo ago

> while a corporation is easy to fine, it's hard to put in prison... It would be interesting if there were some tangible way to prevent the company from performing operations for some period of time. I don't think this is viable or even necessarily a good idea, but the concept that "Meta illegally collected user data in this way" means they cannot operate for 5 years. It would probably involve large deconstruction of megacorps into "independent" entities so when one does something bad, it only affects a small portion of the overall business. Almost introducing a concept of "families" to the corporate world. But the rabbit hole is odd. Should (share)holders be complicit too, as they are partial owners? I think not. Corporate entities and laws governing them are definitely weird.

Y_Y 11mo ago
Could the shareholders have caused or prevented the action? If not then I think it'll be a dofficult prosecution.
- pjc50 11mo ago
  The whole point of a limited liability corporation is exactly this: that the liability of the shareholders is limited to the value of their investment, and they are not liable for debts or other failings of the company. Without that, investment becomes incredibly risky and you get much less of it.

nzeid 11mo ago

> But I think the boring answer here is that we sometimes need legal abstractions. Absolutely - the legal abstraction is that corporations are corporations, not people. The article went with a lighter hearted quip but here's my own tired old one: If corporations are people, then owning shares is unconstitutional as that would be a form of slavery.

xg15 11mo ago
Well, then share buybacks are just the corporation reclaiming its freedom. Everything makes sense now...
monocularvision 11mo ago
And if corporations aren’t people, then the New York Times has no right to the First Amendment.
- jmye 11mo ago
  I'm curious what you think "Congress shall make no law [...] abridging the freedom of [...] the press" means, in this case. Did you just not know what the actual text is, or ... ?
  - bjt 11mo ago
    A restriction on government (as the First Amendment language is phrased) is not the same thing as an individual right. There are plenty of cases where a restriction is in the law, but only a very limited set of entities has standing to sue to enforce it. You could imagine such a case with regard to the First Amendment if we didn't have the corporate personhood doctrine.
    - jmye 11mo ago
      I have no idea what that has to do with my comment or the one I responded to. The freedom of the press is guaranteed by the first amendment. The NYT doesn’t suddenly lose “rights to it” if it’s not seen as a person. “Corporate personhood” is irrelevant, in this comment chain, and is just a way to take a swipe at an ostensibly left-leaning org in order to turn this into a team sport.

notarobot123 11mo ago

Inheriting and extending existing abstractions out of convenience has a lot of unintended consequences and makes for a messy and complicated system in the long-run. Yet a full rewrite at this stage is out of the question. I guess the legal system discovered the "worse is better" philosophy before we did.

mrandish 11mo ago

> while a corporation is easy to fine, it's hard to put in prison... IANAL, but I believe in at least some scenarios, officer(s) of U.S. corporations can go to jail if they are responsible for the directing the corporation to commit certain offending actions (despite not physically doing it themselves). To be clear, I'm not just talking about personal liability for fraud, insider trading, etc they may have committed themselves. A recent example might be when Adobe was fucking around repeatedly making it virtually impossible for users to cancel Creative Cloud subscriptions - despite having already agreed to do so. IIRC the Justice Department issued a warning if it wasn't fixed immediately, they'd prosecute the Executive Vice President responsible for the business unit. Their press release named the guy and emphasized the consequences for continued non-compliance could include that guy going to jail.

zrail 11mo ago
Another pertinent example: (in the US) corporate officers are personally liable unpaid wages and can serve time for willfully neglecting to pay their workers.
- ajdlinux 11mo ago
  In Australia, if a company fails to pay its Goods and Services Tax, or its withholding payments for its employees' income tax, or Superannuation Guarantee (retirement fund contributions), each and every director is personally liable - unless they can prove (and the onus of proof is on them, not the Tax Office) that they had a reasonable excuse for why they weren't active in managing the company, or took all reasonable steps to get the company to either pay the debt or go into bankruptcy the lawful way. Importantly, there is no "wilful" requirement and it applies to all directors, not just those who actively participated in misconduct. If you weren't involved, you have to prove that you actively tried to stop it, or that you weren't managing the company for a specific reason such as being sick. You were the director who mostly turned up to board meetings to help them meet quorum, you trusted the other directors on the board had things under control and you were completely unaware of the debts? Too bad, liable. You hired external advisers, delegated to them, and they didn't do it? Too bad! You decided to wash your hands of the whole thing, and resigned from the board, but didn't actively try to rectify the situation first? Yep, they're still coming for you. (I believe the criminal convictions with prison time only really kick in for those who actively participated in tax fraud or who refuse to pay their director penalties.)

thfuran 11mo ago

Without corporate personhood, you can't even really do business with a business, only with individuals. So if you want your warranty upheld, I guess you have to find Steve who sold you the fridge, because it's certainly not GE's or Home Depot's problem.

TexanFeller 11mo ago

> or set any ground rules that apply specifically to their joint activities. I suspect we can, and I know we should make corporations not have ALL of the same rights as a citizen. The first thing that comes to mind is barring them from political donations. It would also be great if their “free speech” didn’t extend to being able to censor legal content they don’t like or to payment and Internet infrastructure providers being able to cut off service to sites with legal content they don’t like(porn, certain politics, hateful content, etc.).

pjc50 11mo ago

> it's 200,000 people I think a lot of objections are really about scale. Corporate structure solves a lot of coordination problems; the other widely used structure, partnership, scales much less well. Partnership structured businesses tend to be small (exception: John Lewis and Partners, a UK retailer with over 80,000 partners). Most of the objections to corporations are really the same as objections to the hyper-wealthy, where the corporation effectively acts as a sock puppet for the personal views of its management. Citizens United is just a symptom of that. The use of the WaPo as a personal mouthpiece for Bezos is another, but not really affected by the ruling. There are lots of ways out of that if America wanted, but there's significant factions which don't because they want the status quo or a more regressive version. See all the Voting Rights Act litigation.