Corporate Courts — A Big Red Flag On “Trade” Agreements

Think about everything you understood about our system of government here in the United States. We’re  governed under a document that starts with the words, “We the People.” Right? When We the People agree that something should done to make our lives better, it’s supposed to get done. Right?

You didn’t know it, but that whole system thing changed several years ago. Our government, in our name, signed a document that placed corporate profits above our own democracy. The “investor-state dispute settlements” chapter in NAFTA (and similar agreements) places corporate rights on above the rights of people and their governments.

As a result of “NAFTA-style” investor protections that are part of so-called “trade” agreements,  giant corporations can and do sue governments for trying to pass laws that protect their citizens from harmful chemicals, ban harmful products, and protect the rights of working people, among  other things. Corporations even sue governments for passing laws that might cause the investors in the corporations to make a bit less money — like raising the minimum wage.

But wait, there’s more. The suits aren’t even heard in courts. They are settled by corporate-controlled tribunals set up by these trade agreements. AFL-CIO’s Celeste Drake writes about these tribunals, in “AFL-CIO and Uruguayan Workers in Solidarity to Protect Democracy From ‘Corporate Courts'”:

This mechanism bypasses all democratic processes, such as domestic courts, to directly sue a host country in an unaccountable private tribunal in order to receive compensation for government actions that could potentially harm corporate profits.

Who makes the decisions in these tribunals?

Unaccountable and unelected private arbitrators — usually lawyers who sit on tribunals one week and represent global investors the next. In other words, ISDS is essentially a “corporate court,” a legal system by and for corporations and the global elites.

Please click through and read the entire post, if you have a few minutes.

“Banana Republics” — The Original Reason For Investor Protections

There is a valid reason for this sort of protection in some cases. Picture a poor “banana republic” country ruled by a dictator and his cronies. A company might want to invest in a factory or railroad — things that would help the people of that country as well as deliver a return to the company. But the company worries that the dictator might decide to just seize the factory and give it to his brother-in-law. When things like this happen, the company loses everything. So companies won’t invest in such countries, and the people don’t get the benefit of those  investments. Agreements to protect investors, and allowing a tribunal not based in such countries (courts where the judges are cronies of the dictator), make sense in such situations.

However, when dealing with democratically governed, law-abiding countries like ours (used to be), there is no place for agreements that put the rights of corporate investors above the right of We the People to make decisions. These “protections” are in these trade agreements, because  corporate/conservative types believe that democracy itself is illegitimate, and believe that corporations need protections from “the waves of madness that occasionally flit through the population.”

Companies that make a fortune selling things that harm or kill us; that harm, exploit, or impoverish their workers; and pollute our environment, certainly want protections from us. They worry that we might wake up and demand protection from a product like tobacco, that kills 480,000 Americans each year. They worry that we might demand that companies stop making a fortune by dumping carbon into the air. They worry that we might raise our minimum wage, pass laws requiring sick days, or lower the hours in a workweek.

Corporations believe in one-dollar-one-vote. Their owners are so arrogant that they believe that they are “makers,” and 47% of us are just “takers” who must be kept out of voting booths at all costs. They think that democracy itself is illegitimate and want protections, just in case We the People demand good wages, safe products, and a clean environment.

Examples That Will Shock You

Here are some examples of corporations suing government that you may not even believe could happen.

Example: A “Switzerland-based” tobacco company is suing the government of Uruguay for damages caused by the government’s anti-smoking efforts. This suit is under the investor-to-state dispute settlement (ISDS) provision of the Switzerland-Uruguay Bilateral Investment Treaty (BIT)

Example: Germany has decided to reduce its use of nuclear power. So the Swedish energy company Vattenfall is suing.

Example: French multinational Veolia sued Egypt for increasing the country’s minimum wage.

Celeste Drake’s post has more examples.

A Rigged Process

That is what our one-sided, big-corporation-dominated trade process has brought us. Giant corporations are working with our own government to secretly negotiate the Trans-Pacific Partnership (TPP), the Transatlantic Trade and Investment Partnership (TTIP), and the Trade in Services Agreement (TISA). This last agreement was so secret that we didn’t even know it negotiations were underway, until Wikileaks revealed this in June.

A rigged process has ushered in “trade” agreements that place the profits of giant corporations over governments’ ability to protect public health. The rigging starts with secret negotiations with only corporate representatives (and negotiators who want to collect a fat check from corporations later) at the table. Then a “fast track” process pushed these agreements past legislators before the implications are fully considered.

You probably didn’t know that these “investor” protections — sold as a way to protect investors from having their investments stolen by “banana republic” dictators — are now being used to protect corporations from the “whims” of democracies. Odds are even your member of Congress might not even understand this. It’s a good time to call your member of Congress and your Senators and let them know you don’t want “fast track” and you don’t want NAFTA-style rigged trade agreements. Let them know you want your democracy back.

Hundreds Of Organizations Ask For Change In Trade Policies

Approximately 600 organizations have sent a formal, public letter to Senate Finance Committee Chairman Ron Wyden (D-Ore.) opposing “fast-track” trade promotion authority and calling for a new system for negotiating and implementing trade agreements. The letter asks for trade pacts that “deliver benefits for most Americans, promote broadly shared prosperity, and safeguard the environment and public health.” Read the letter here.

Campaign for America’s Future is one of the organizations that signed this letter. The letter was led by the Sierra Club, AFL-CIO, the Communications Workers of America, the Citizens Trade Campaign, and Public Citizen. The letter was written because new fast-track trade promotion authority is being drafted by Wyden’s committee. An earlier bill introduced by then-Senator Max Baucus and Rep. Dave Camp (R-Mich.) would keep Congress from debating or altering trade pacts like the Trans-Pacific Partnership (TPP) and other upcoming agreements, even though they are considered one-sided in favor of giant multinational corporations over working people and the environment.

The letter asks for a new process for reaching trade agreements in which Congress has a role in selecting trade partners and in which Congress sets up a set of negotiating objectives that must be achieved. The new process would include more transparency and a way for Congress to certify that negotiating objectives have been met before trade negotiations are wrapped up.

Larry Cohen, President of the Communications Workers of America, said this new process can help us decide what kind of economy we want to have, saying, “A new model of trade authority is the only way to ensure that workers and communities have a voice in these trade decisions. We want to determine what kind of economy we have, not simply accept super-power status for multinational corporations and a snails’ pace for the enforcement issues raised by the rest of us.”

The Hill reports on this letter, in “Hundreds of groups call for new framework to negotiate trade deals,” quoting AFL-CIO President Richard Trumka:

“Only with new trade negotiating authority can we secure new trade rules that can help hard working Americans build a sustainable economy and promote broadly shared prosperity,” said President Richard Trumka of the AFL-CIO.

“Chairman Wyden has a chance to make history by being the architect of a new and democratic trade policy, and we commit to doing all we can to help achieve that goal,” he said.

On fast track,

“There is no ‘acceptable’ version of fast track,” said Robert Weissman, president of Public Citizen. “Fast-track must be replaced so Congress can steer international trade in a new direction and create agreements that actually work for most Americans.”

Our Current Trade Deals Are Rigged Against Citizens By Choice

Our current trade deals are rigged – designed to benefit a few already-wealthy owners of giant multinational corporations. They were set up in order to transfer good-paying jobs out of the U.S. to take away the bargaining power of organized labor. This has forced down American workers’ bargaining power, resulting in stagnant wages, a shrinking middle class and widespread poverty. Meanwhile the rich get vastly richer.

These rigged trade agreements have also massively increased our country’s trade deficits. We currently run an enormous, humongous trade deficit of more than $40 billion a month.

Germany followed a different trade model. Germany worked with its companies and its labor unions to forge trade agreements that benefit businesses, workers and Germany’s economy. CAF’s Robert Borosage did a great job of laying out what happened in a recent interview on Richard Eskow’s The Zero Hour radio program. (Scroll to 5:15.)

Globalization isn’t an act of nature; it’s a set of policies, tax, trade, financial, monetary policies where you make choices and those choices benefit parts of the economy and injure others.

We made choices. Multinationals basically wrote our globalization strategy and they chose to benefit investors, made it easy to ship jobs abroad, made it even easier to threaten to move jobs abroad and dramatically weakened the ability of workers here at home.

But that was a choice.

In Germany they made a very different choice where unions were stronger, and the companies and the unions together navigated a globalization strategy that has made Germany one of the great export powers of the world and allows German workers to sustain middle class incomes and benefits.

Public Citizen has an action you can join: Write your representative to demand a real replacement to Fast Track and put an end to unfair trade deals.

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This post originally appeared at Campaign for America’s Future (CAF) at their Blog for OurFuture. I am a Fellow with CAF. Sign up here for the CAF daily summary and/or for the Progress Breakfast.

Why Is SEC Sitting On Corporate Transparency Rules?

Are We the People the boss of the corporations, or are the corporations the boss of We the People? The Securities and Exchange Commission (SEC) needs to be reminded which way that question is supposed to be answered.

The SEC is the agency set up by We the People to “protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.” The SEC states that “all investors, whether large institutions or private individuals, should have access to certain basic facts about an investment prior to buying it, and so long as they hold it. … Only through the steady flow of timely, comprehensive, and accurate information can people make sound investment decisions.”

One would think those basic corporate facts and timely, comprehensive, and accurate information needed by investors would include access to a company’s tax returns. One would think they would include information about where the executives of the company are spending millions and millions of the company’s dollars. And one would think they would include disclosure of the ratio of CEO “pay ratio” of compensation to worker compensation, as required by the 2010 Dodd-Frank law.

But so far the SEC is not asking corporations to provide investors and the public with this information. Don’t shareholders — and We the People — deserve to know what these companies are really doing and how much they are really making?

What Are These Companies Really Earning?

Companies tell their investors that they are making tons of money. But to get out of paying taxes the same companies tell the IRS something entirely different. Don’t investors have a right to know what the companies they invest in are telling the tax office?

Last month Catherine Rampell wrote in the Washington Post, in “Shareholders, public deserve tax transparency,” that:

“[There is an] array of eye-glazingly complicated tax avoidance strategies adopted by America’s biggest companies … The basic rationale behind tax transparency is that shareholders (and creditors and the general public) deserve to know what publicly traded companies are doing, particularly if complicated tax acrobatics are distorting their operational and investment decisions.”

She points out that we started out requiring this.

This is not a new idea. In fact, when the modern federal corporate income tax was introduced in 1909, it came with a requirement to disclose the returns. Such transparency mandates were fought over bitterly for the next couple of decades, and U.S. returns have been confidential since 1935.

What About Company “Donations”?

If a company’s executives are literally giving the company’s money away to politicians, “charities” (maybe run by a relative), “think tanks” (that employ relatives, etc.) or other worthy recipients,  shouldn’t investors be provided with information about who is getting the company’s money, and how much they are getting? (Milton Friedman notably claimed that such donations are “theft” from the company.)

(Note: If a company gives money to a politician, and is not simply “giving the money away” for nothing — with absolutely no expectation of getting anything in return — that would be bribery,  under the law.)

Last week in The Nation Zoë Carpenter wrote about this in, “SEC Faces Renewed Pressure to Consider a Corporate Disclosure Rule”:

The campaign to lift the veil on secret corporate campaign donations hit a milestone on Thursday. More than 1 million comments have been submitted to the US Securities and Exchange Commission calling for a requirement that corporations disclose political spending to their shareholders—ten times more than for any other rule-making petition to the SEC, according to the Corporate Reform Coalition.

“Investors want to know how their money is being spent,” Tim Smith, director of shareholder engagement at the firm Walden Asset Management, said at a press conference outside the SEC in Washington. A sign over his right shoulder read, “Your money is being invested in secret. Why is the SEC doing nothing?”

Why Is SEC Sitting On These Rules?

So why is the SEC just sitting on these proposals to disclose basic information to shareholders? In the case of the CEO pay ratio, this is even required by a law passed almost 5 years ago.

Could it be that the people working at the SEC really do know who is the boss now? (“Boss” as in the writer of the big paycheck and future employer.) Maybe, and maybe not. Who’s to say?

In early 2013 the Project On Government Oversight (POGO) released it report, “Dangerous Liaisons: Revolving Door at SEC Creates Risk of Regulatory Capture”:

A revolving door blurs the lines between one of the nation’s most important regulatory agencies and the interests it regulates. Former employees of the Securities and Exchange Commission (SEC) routinely help corporations try to influence SEC rulemaking, counter the agency’s investigations of suspected wrongdoing, soften the blow of SEC enforcement actions, block shareholder proposals, and win exemptions from federal law. POGO’s report examines many manifestations of the revolving door, analyzes how the revolving door can influence the SEC, and explores how to mitigate the most harmful effects.

At the time of the report’s release Bloomberg reported,

From 2001 to 2010, POGO says, more than 400 SEC alumni filed about 2,000 disclosure forms (which POGO obtained using the Freedom of Information Act) saying they planned to represent an employer before the SEC. That may vastly understate the problem because, as POGO points out, former SEC employees must file such statements for only two years after departing.

The SEC has exempted some senior employees (even sometimes blacking out their names on SEC documents) from a one-year cooling-off period during which they are barred from representing clients before the agency, POGO found.

Soon after the report was released: April, 2013, Ex-SEC chief Schapiro takes revolving door back to private sector,

With her seat barely cold at the chairmanship of the Securities and Exchange Commission, Schapiro will become a managing director at a financial consulting and lobbying firm that has hired a slew of former financial regulators over the last several years and that represents for many a nexus of the cozy relations between banks and their regulators.

Are We the People the boss of the corporations, or are the corporations the boss of We the People? Who’s to say? Not the SEC, apparently.

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This post originally appeared at Campaign for America’s Future (CAF) at their Blog for OurFuture. I am a Fellow with CAF. Sign up here for the CAF daily summary and/or for the Progress Breakfast.

Six Corporate Tax Myths In One Letter to Editor

How MANY mistruths can you count in a letter in today’s San Jose Mercury News?

Lower corporate taxes would boost economy

When the government wants to raise taxes, the counter argument is always that people and corporations will work harder if they can keep their earnings. It is either that, or pass the costs to the consumers. Either way, high taxes are a no-win situation for everybody. Now that we have the highest taxes of any industrialized nation, corporations are “voting with their feet” and using legal tax-inversion strategies to stay competitive. The administration that pushed for high taxes is crying foul and saying this is not patriotic. Now they don’t like the consequences of their greedy tax policies. Drop the corporate tax rate to 15 percent and watch the economy soar.

  1. Myth: People will work harder if they can keep their earnings. Actually, wouldn’t people work harder to make up for the money that goes to taxes?
  2. Myth: Corporations pass the “cost” of taxes onto consumers. Actually corporations can’t pass taxes to consumers. (And taxes are not a “cost.”) Summary: taxes are on profits and prices are already as high as the company can charge. If corporations could just increase prices to cover taxes then the profits would go up, which raises the taxes, so they wold have to increase prices again, which would increase profits, which raises taxes, so they have to increase prices again, etc.
  3. Myth: Taxes are no-win. Actually they pay for the reads, schools, courts, police, military and the rest of the things that enable corporations to prosper.
  4. Myth: We have the highest taxes. Actually we don’t. Corporations are shifting profits out of the country to avoid ever paying taxes. The solution is to make them pay their taxes, not lower tax rates to let them get away with this.
  5. Myth: The administration raised taxes on corporations. Actually the administration didn’t raise corporate taxes. Corporate taxes have been lowered from 46% to 35% since the 80’s.
  6. Myth: If the corporate tax rate was lowered to 15% the economy would soar. Actually there is no relationship between lower tax rates and higher economic growth. In fact, there is a correlation between lower rates and lower growth, possibly because lower taxes cause government to cut back on the things that help the economy prosper, like education, investing in infrastructure, basic research, etc.

The letter-writer probably actually believes the stuff he wrote. Many people do. This shows the effect of decades of corporate/conservative propaganda on the public. Unfortunately these beliefs are leading to policies that are killing our economy and our democracy.

Why Fight For Unions? So We Can Fight An Economy Rigged Against Us

The other day I wrote about how FedEx has been pretending that their employees are not employees, which gets around labor standards for things like overtime, family leave and the rest.

This misclassification game is just one way that big companies have been rigging the rules to give themselves an edge, getting around what We the People set down for our democracy.

The result, of course, is even more people paid even less with even worse working conditions. And the bad players get an advantage that drives out the good ones.

Like misclassification, this game-rigging, cheating, edge-seeking, rule-bypassing stuff is everywhere you look. (Rigged trade deals, corporate tax “deferral” and inversions, corporate campaign donations, too-big-to-fail banks, Congressional obstruction, etc. and etc…) This rigging of the game in favor of the ultra-wealthy gets worse and worse.

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Now It’s Burger King Renouncing US Citizenship – Let’s Eat Somewhere Else

Burger King is the latest company announcing plans to renounce its U.S. citizenship in order to dodge taxes. It plans to buy Tim Hortons and then pretend Tim Hortons bought them so they can claim to be Canadian. (Tim Hortons renounced its own U.S. citizenship in 2009 and moved their headquarters from Ohio to Canada.)

The announcement is prompting calls like this petition you can sign by the Campaign for America’s Future that calls on Burger King’s CEO to keep the restaurant chain American or “I will dine elsewhere.”

Burger King Didn’t Build That By Themselves

Why is Burger King prosperous? Why do people feel safe eating food served at Burger King? Why do people recognize a Burger King when they see one? Why does something called “Burger King” with outlets across the country (and the world) even exist?

  • Consumers believe Burger King’s beef and other offerings are safe to eat because they know our taxpayer-funded government inspectors and regulations make sure of it.
  • Taxpayer-funded government courts and agencies make sure that other fast-food outlets can’t call themselves “Burger King” to trick people into eating there instead.
  • Taxpayer-funded agencies and courts also make sure that other restaurants can’t call their burger a “Whopper.”
  • Burger King’s customers use taxpayer-funded roads when they drive to a local Burger King outlet.
  • Burger King’s workers and managers were educated in taxpayer-funded schools.
  • The money Burger King collects is created and regulated by the taxpayer-funded government, and it is deposited in banks that are regulated by the government to be safe and trustworthy. (And protected by taxpayer-provided police.)
  • Burger King’s ultra-low-wage employees are paid so little that they receive food stamps, Medicaid, earned income tax credits and other taxpayer-funded government safety-net services.
  • The government enables Burger King to be something called a corporation at all. Corporations are entirely government-created entities with special rights, privileges and protections that are granted by the government.

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Austerity Has Made Europe’s Depression Longer Than in ’30s

Europe’s economic depression has now lasted longer than the Great Depression of the 1930s. Meanwhile, America’s “Great Recession” also drags on thanks to cutbacks in government spending since the stimulus.

Europe’s leaders somehow were convinced that austerity – “deficit reduction” through cutbacks in government – would somehow lead them out of their economic doldrums. They believed that taking money out of the economy would help the economy. The result has been terrible. The Washington Post’s Wonkblog calls Europe’s austerity-lengthened depression “one of the biggest catastrophes in economic history.”

To top it off, Europe’s governments are learning that cutting back on spending not only worsens the economic picture, causing terrible unemployment, poverty and human misery, but the worsened economic picture means less revenue coming in, thereby increasing deficits instead of lowering deficits. In other words, austerity cutbacks to fight deficits have instead made deficits worse and hurt people.

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GOP Vows To Dismantle Or Shut Down Government If They Win Senate

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A Politico story being promoted by the Drudge Report, “McConnell’s plan to shut down Obama,” makes it clear that if Republicans capture the Senate this fall they will, as the Drudge Report puts it, “play chicken” and shut down the government if President Obama vetoes their legislation to dismantle the government.

From the Politico interview, a threat,

“We’re going to pass spending bills, and they’re going to have a lot of restrictions on the activities of the bureaucracy,” McConnell said in an interview aboard his campaign bus traveling through Western Kentucky coal country. “That’s something he won’t like, but that will be done. I guarantee it.”

Who does McConnell say would be to blame if the President vetoes bills and Republicans then shut down the government rather than compromise? “McConnell said it would be up to the president to decide whether to veto spending bills that would keep the government open.” (In a related story this week, Islamic State in Iraq and Syria (ISIS) blamed the United States for making them behead an American journalist.)

Dismantle Or Shut Down

Republicans say that if they take the Senate they will pass legislation to dismantle the government. Jim Manley, former aide to Sen. Harry Reid explained in April at the WSJ, “It is very difficult to imagine that House Republicans’ takeaway from such an election would be to search again for moderation.”

Republicans can be expected to:

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Are American Corporations Really Less Competitive Because Of Taxes?

Corporate tax rates used to top out at 52.8 percent. Later rates were lowered to 48 percent and then 46 percent. Then in 1986 corporations complained that this (lowered) rate made them “uncompetitive” and demanded “corporate tax reform.” Because job creators. So the rate was lowered to 35 percent.

Now in 2014 corporations are complaining that this (lowered) rate makes them “uncompetitive” and are demanding “corporate tax reform.” Because job creators – or something. This time they threaten to – or do – renounce their U.S. citizenship, saying it is because of too-high tax rates.

So, here we are again. They want rates lowered even more. But are corporate tax rates really “uncompetitive?” And what does that even mean?

Tax Rates Are Plenty Competitive

At the New York Times’ Dealbook Andrew Ross Sorkin looks at this issue in “Tax Burden in U.S. Not as Heavy as It Looks, Report Says.” Sorkin looks at a paper, “‘Competitiveness’ Has Nothing To Do With it,” by Edward D. Kleinbard. Kleinbard is a professor at the University of Southern California and used to be chief of staff to the Congressional Joint Committee on Taxation. Sorkin quotes Kleinbard:

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Three Charts to Email to Your Right-Wing Brother-In-Law — Updated

Problem: Your right-wing brother-in-law is plugged into the FOX-Limbaugh lie machine, and keeps sending you emails about “Obama spending” and “Obama deficits” and how the “stimulus” just made things worse.

Solution: Here are three “reality-based” charts to send to him. These charts show what actually happened.

Spending

Bush_Obama_Spending_2014

Government spending increased dramatically under President Bush. It has not increased much under President Obama. This is just a fact.

Deficits

Bush_Obama_Deficit_2014

Note that this chart starts with Clinton’s last budget year for comparison.

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Perhaps We Need Corporate ‘Loyalty Oaths’

Several American corporations are using a tax loophole scheme called “inversion” to get out of being American corporations obligated to pay American corporate tax rates. They buy or merge with a non-U.S. corporation (usually located in a tax haven), pretend they are a subsidiary to that corporation and renounce their U.S. “citizenship.”

That’s almost the only thing that changes. Their U.S. executives, employees, facilities and customers remain where they are, along with the benefits and protections they get from our courts, education system, military, infrastructure and all the other things we pay for through taxes. They just stop paying various taxes to help pay for those things.

Walgreens announced today that they will not “invert” and become a non-U.S. corporation. (And their stock tumbled as the bailed-out “patriots” on Wall Street heard the news.) Walgreens’ decision follows the collection of more than 160,000 signatures on a “Tell Walgreens to stay in the USA!” petition organized by a coalition of progressive organizations demanding that Walgreens remain a U.S. corporation.

But that announcement is just one victory in what has to be a continuing campaign to make sure corporations honor their obligations to America and pay their share of the cost for the things that enable them to prosper in America.

Corporate Desertion

At The Daily Beast Monday, Jonathan Alter wrote about this “corporate desertion.” In “The United States Needs Corporate ‘Loyalty Oaths’,” Alter writes that “…it’s time for red-blooded Americans to take matters into our own hands. My answer is to make every corporation sign something.” Alter suggests “… a “non-desertion agreement” with the John Hancock of every board member and CEO in the United States.”

If boards thought for even a second about the long-term interests of their companies, they would summon their lawyers and sign. It’s protection against the risks of resurgent nationalism that could strip them of the many advantages (indirect government subsidies, easy access to American markets) that they currently enjoy.

Alter points out that the president can just do this today with an executive order for corporations that receive federal contracts:

“The president should issue an executive order that says any company that wants to keep its federal contracts must sign a new-fangled NDA. It’s reasonable to expect most federal contractors to be American companies. Obama has already used that leverage to raise the minimum wage for companies doing business with the government and, in a little-noticed move, to force government contractors to pay their suppliers on time.

This executive order would get the attention of major corporations, most of which receive federal contracts.”

The Benefits And Protections Corporations Get

Corporations themselves are not the problem. There is nothing inherently wrong with them, as long as we understand what they are and are not. A corporation is just a tool – a way to get something done. A corporation really is just a legal contract – entirely a creation of government (We the People) – a legal form of business organization that allows multiple investors to aggregate funds in order to accomplish projects that would otherwise be difficult to get done, except by governments. (It takes a huge investment to build a factory, buy the equipment and supplies, and hire the people required to make automobiles, trains, or other goods. The corporate form of a business enables this aggregation of funds from multiple investors.)

Where our relationship with corporations goes wrong is in our understanding of what they are and what they are for. They are neither good nor bad, they can’t be; they are not sentient entities that have morals or “decide to do things.” A corporation is just a contract between investors. A chair or hammer can’t decide things, and neither can a corporation. It is the people who manage the corporations that decide to do things, not the corporation.

Alter writes of the advantages that corporations currently enjoy. They are granted these advantages and benefits because we – through our government – have decided to let groups of investors have them. We did this in order to better accomplish those things that we want to get done. So corporations get many benefits and protections, including (but not limited to):

  • Corporations can raise and concentrate money. Corporations can add new investors, issue stock and borrow. Also the corporation’s stock can be traded, providing liquidity.
  • Corporations provide limited liability. The personal assets of the shareholders of a corporation are protected from the corporations debts and liabilities. A shareholder doesn’t have to come up with money to cover what the company might owe from borrowing or from a legal penalty or fine. Shareholders also are not criminally liable for the things the corporation might do.
  • Corporations get special tax treatment. They pay lower tax rates than other kinds of “persons.” They get all kinds of tax deductions, subsidies, exclusions, etc. that regular persons do not. A huge benefit and protection shareholders of corporations get is something called the “capital gains tax rate.” When one of these owners of corporate stock sells the stock the profits from that sale are not taxed at the same rate as the income of working people. That sale is called a “capital gain.” (That tax rate just went from 15 percent to 20 percent as part of President Obama’s budget compromise.) The reason that the wealthiest people get most of their income from capital gains is because the capital gains tax rate is lower – and the reason the capital gains tax rate is lower is because the wealthiest people get most of their income from capital gains. Makes sense, doesn’t it?
  • Corporations can own property in their own name, including shares of other corporations. Even though they are not “people” we let them “own” things. This enables a certain level of “hidden” ownership of things.
  • Corporations live forever. They survive aside from the lives of the shareholders.

For The Benefit Of We The People?

We the People allow the corporate form to exist and grant these benefits and advantages to corporations because it enables the aggregation of funds from multiple investors to help accomplish those things we believe these corporations can do for us. We the People grant them special benefits, such as tax breaks, and in exchange we are supposed to get certain things back from this deal, beginning with well-made goods and high-quality services, good-paying jobs with benefits, and most importantly a share of the proceeds – taxes – to use to run our society, maintain and improve our infrastructure, educate ourselves, and all the other things We the People established our government for. In other words, this is supposed to be about making our lives better.

Why else would We the People make laws that allow this business form and grant these advantages and benefits to these corporations, unless it was for the benefit of We the People?

We the People create the fertile ground – education, infrastructure, courts, police and military protection, customers, etc. – for these corporations to thrive and We the People are supposed to reap the harvest.

We Get In Trouble When We Misunderstand What Corporations Are For

These advantages and benefits are supposedly granted in order to advance our – We the People’s – interests in getting certain things done and providing us with certain benefits, period. It is when we misunderstand what a corporation is that trouble begins.

One example of this trouble is that many people mistakenly believe that shareholders “own” a corporation. In fact, shareholders only have a contractual agreement related to the value of the stock. A corporation has no “owners.” It is just a contract, an understanding, a piece of paper.

Another example of the trouble that can occur from misunderstanding what a corporation is comes from the mistaken belief that the purpose of a corporation is to make money – and that there is a corresponding rule that they are required to “maximize shareholder value.” In fact, a corporation exists to allow investors to pool funds to accomplish certain tasks that benefit us. Their purpose is to better enable the accomplishment of those tasks.

Just Who Are We Talking About?

Unfortunately, public understanding of corporations has migrated from the original purpose of this form of business organization. Why is this? The answer might come from understanding who benefits from owning shares in corporations. This chart from the 2011 post “Nine Pictures Of The Extreme Income/Wealth Gap” explains who we are really talking about when we talk about corporations today:

The top 1 percent own 50.9 percent of all stocks, bonds, and mutual fund assets. The top 10 percent own 90.3 percent. The bottom 50 percent of us own 0.5 percent. That’s one half of one percent.

So Here We Are

We have drifted very far from our understanding of the relationship that is supposed to exist between We the People, our government, and the businesses that our government allow to exist. Why would we pass laws that set up corporations and grant them special benefits, except to make our lives better? How have we allowed these legal constructs called corporations (and the people behind them) to gain so much power that they can tell us what to do, and tell us they are going to just leave the country if we don’t let them have their way?

If We the People are not benefiting from the existence of these things called corporations, maybe it is time for We the People to put a stop to the special advantages and benefits they get. Why should the 1 percent enjoy limited liability, special tax breaks, use of courts, and police and military protection if We the People are not getting well-made goods and high-quality services, well-paying jobs with good benefits, good schools and the rest of the things called for in the original bargain that created corporations in the first place?

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This post originally appeared at Campaign for America’s Future (CAF) at their Blog for OurFuture. I am a Fellow with CAF. Sign up here for the CAF daily summary and/or for the Progress Breakfast.

A Simplified Way To Tax Multinational Corporations

You’ve been hearing a lot about corporations “renouncing their U.S. citizenship” through “tax inversions.” This is when a company buys or merges with a non-U.S. company and claims to no longer be based in the U.S. to get out of paying certain taxes. The company does, however, keep the same employees, executives, buildings, sales channels and customers it had inside the U.S. before the switch.

The epidemic of tax inversions represents just one of many ways corporations are dodging their taxes by taking advantage of our outdated and rigged corporate tax system. It is time for a serious debate about corporate taxes, and on Monday a new report by District Economics Group economist Michael Udell offered a bold new alternative that is so radically simple that even the most clever corporate tax accountant would have a hard time finding a way around its fair and universal proposition: If a company sells products or services in the U.S., it must pay taxes on the U.S. proportion of its worldwide sales.

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