I see in the near future a
approaching that unnerves me and causes me to tremble for the safety of
my country... Corporations have been enthroned and an era of corruption
in high places will follow, and the money power of the country will
endeavor to prolong its reign by working upon the prejudices of people
until all wealth is aggregated in a few hands and the Republic is
Reestablishing control over the
Richard L. Grossman
King Charles I granted a charter to the Massachusetts Bay
Company. In 1664, the King sent his commissioners to
see whether this company had been complying with the terms of the
charter. The governors of the company objected, declaring that
this investigation infringed upon their rights. On behalf of the
King, his commissioners responded:
did not grant away his sovereignty over you when he made you a
corporation. When His Majesty gave you power to make wholesome
laws, and to administer justice by them, he parted not with his right
of judging whether justice was administered accordingly or not.
When his Majesty gave you authority over such subjects as live within
your jurisdiction, he made them not YOUR subjects, nor YOU their
childhood, this King had been led to act as a sovereign should.
By means of
the American Revolution, colonists took sovereignty from the English
monarchy and invested it in themselves. Emerging triumphant from
their struggle with King George and Parliament they decided they would
figure out how to govern themselves.
minority of colonists were united and wealthy enough to define most of
the human beings in the 13 colonies as property or as nonpersons before
the law and within the society, with no rights that a legal person was
bound to respect.
was a flawed sovereignty from the beginning.
its moral failings and structural inequities, whole classes of people
had to organize and struggle over centuries to gain recognition as part
of the sovereign people -- that is, they had to get strong enough as a
class to define themselves and not let other people or institutions
define them: African Americans, Native peoples, women, debtors,
indentured servants, immigrants...
day, many still must struggle to exercise the rights of persons, to be
recognized as persons by law and by society.
this nation's history, there has always been plenty of genuflecting to
democracy and self governance. But the further each generation
gets from the Revolution, the less the majority act like sovereign
people. And when it comes to establishing the proper relationship
between sovereign people and the corporations we create, recent
generations seem to be at a total loss.
earlier generations were quite clear that a corporation was an
artificial, subordinate entity with no inherent rights of its own, and
that incorporation was a privilege bestowed by the sovereign. In
1834, for example, the Pennsylvania Legislature declared:
corporation in law is just what the incorporation act makes it.
It is the creature of the law and may be molded to any shape or for any
purpose the Legislature may deem most conducive for the common good.
19th Century, both law and culture reflected this relationship between
sovereign people and their institutions. People understood that
they had a civic responsibility not to create artificial entities which
could harm the body politic, interfere with the mechanisms of
self-governance, assault their sovereignty.
understood that they did not elect their agents to positions in
government to sell off the sovereignty of the people.
words, they were human beings who tried to act as sovereign
people. One thing they did was to define the NATURE of the
corporate bodies they created. If we look at mechanisms of
chartering, and at the language in not only corporate charters, but
state general incorporation laws and even state constitutions prior to
the 20th Century, we find precise, defining language, mandatory and
prohibitory language, often self executory in nature. These
mechanisms DEFINED corporations by denying corporations political and
civil rights; by limiting their size, capitalization and duration by
specifying their tasks, and by declaring the people's right to remove
from the body politic any corporations which dared to rebel.
Here is an
example of language which sovereign people - responding to the rise of
corporations after the Civil War - placed in the California
Constitution of 1879, and which appears in other state constitutions at
about that time:
I section 2: All power is inherent in the people
I section 10: The people shall have the right freely to assemble
together to consult for the common good, to instruct their
XII section 8: The exercise of the right of eminent domain shall
never be so abridged or construed as to prevent the Legislature from
taking the property and franchises of incorporated companies and
subjecting them to public use the same as the property of individuals
and the exercise of the police power of the State shall never be so
abridged or construed as to permit corporations to conduct their
business in such manner as to infringe the rights of individuals or the
general welfare of the State.
principal mechanism which sovereign people used during the 19th Century
to assess whether their corporate creations were of a suitably
subordinate nature was called QUO WARRANTO. The quo warranto form
of action, as attorney Thomas Linzey has noted, is one of the most
ancient of the prerogative writs. In the words of the Delaware
Court of Chancery, the remedy of quo warranto extends back to time
whereof the memory of man runneth not to the contrary.
warranto is simply Latin for BY WHAT AUTHORITY. All monarchs
understood how to use this tool in self-defense. They realized
that when a subordinate entity they had created acted BEYOND ITS
AUTHORITY, it was guilty of rebellion and must be terminated.
is in our hands now, but the logic is the same: when the people
running a corporation assume rights and powers which the sovereign had
not bestowed, or when they assault the sovereign people, this entity
becomes an affront to the body politic. And like a cancer
ravaging a human body, such a rebellious corporation must be cut out of
our body politic.
first hundred years of these United States, people mobilized so that
legislatures, attorneys general and judges would summon corporations to
appear and answer to quo warranto. In 1890, the highest court in
New York State revoked the charter of the North River Sugar Refining
Corporation with these words:
judgement sought against the defendant is one of corporate death.
The state which created, asks us to destroy, and the penalty invoked
represents the extreme rigor of the law. The life of a
corporation is, indeed, less than that of the humblest citizen, and yet
it envelopes great accumulations of property moves and carries in large
volume the business and enterprise of the people and may not be
destroyed without clear and abundant reason...Corporations may, and
often do, exceed their authority only where private rights are
affected. When these are adjusted, all mischief ends and all harm
is averted. But where the transgression has a wider scope and
threatens the welfare of the people they may summon the offender to
answer for the abuse of its franchise and the violation of its
corporate duty...The abstract idea of a corporation, the legal entity,
the impalpable and intangible creation of human thought is itself a
fiction, and has been appropriately described as a figure of
speech...The state permits in many ways an aggregation of capital
but mindful of the possible dangers to the people, overbalancing the
benefits, keeps upon it a restraining hand, and maintains over it a
prudent supervision, where such aggregation depends upon its permission
and grows out of its corporate grants...the state, by the creation of
the artificial persons constituting the elements of the combination and
failing to limit and restrain their powers, becomes itself the
responsible creator, the voluntary cause, of an aggregation of
capital...the defendant corporation has violated its charter, and
failed in the performance of its corporate duties, and that in respects
so material and important as to justify a judgment of
judgment should not be regarded as punishment of the corporation, but
rather a vindication of the sovereign people. When our
sovereignty has been harmed, we are the ones who must be made
whole. The concept is similar to what Hanna Aren’t described in
her book Eichmann in Jerusalem (1963):
wrongdoer is brought to justice because his act has disturbed and
gravely endangered the community as a whole, and not because, as in
civil suits, damage has been done to individuals who are entitled to
reparation. The reparation effected in criminal cases is of an
altogether different nature; it is the body politic itself that stands
in need of being "repaired," and it is the general public order that
has been thrown out of gear and must be restored as it were. It
is, in other words, the law, not the plaintiff, that must prevail.
There is no
shortage of court decisions affirming the sovereignty of the American
people over corporate fictions, recognizing the need to restore the
general public order. In Richardson v. Buhl the Nebraska Supreme
Court in the late 19th Century declared:
is doubtful if free government can long exist in a country where such
enormous amounts of money are...accumulated in the vaults of
corporations , to be used at discretion in controlling the property and
business of the country against the interest of the public and that of
the people for the personal gain and aggrandizement of a few
Illinois Supreme Court in People ex. rel. Peabody v. Chicago Gas
Trust Co., (1889):
a corporation is formed under the general incorporation act, for the
purpose of carrying on a lawful business, the law, and not the
statement or the licence of certificate must determine what powers can
be exercised as incidents of such business...To create one corporation
that it may destroy the energies of all other corporations of a given
kind, and suck their life blood out of them, is not a 'lawful purpose.'
Court of Georgia, in Railroad Co. v. Collins, at about the same time:
experience has shown that large accumulations of property in hands
likely to keep it intact for a long period are dangerous to the public
weal. Having perpetual succession, any kind of corporation has
peculiar facilities for such accumulations, and most governments have
found it necessary to exercise caution in their grants of corporate
charters. Even religious corporations, professing and in the
main, truly, nothing but the general good, have proven obnoxious to
this objection, so that in England it was long ago found necessary to
restrict them in their powers of acquiring real estate. Freed, as
such bodies are, from the sure bounds - the grave - to the schemes of
individuals, they are able to add field to field, and power to power,
until they become entirely too strong for that society which is made up
of those whose plans are limited by a single life.
White, Brennan and Marshall, dissenting in a 1976 case, Buckley v.
has long been recognized, however, that the special status of
corporations has placed them in a position to control vast amount of
economic power which may, if not regulated, dominate not only the
economy but also the very heart of our democracy, the electoral
process...The State need not permit its own creation to consume it.
Justice Rehnquist, dissenting in the same case:
blessing of potentially perpetual life and limited liability...so
beneficial in the economic sphere, pose special dangers in the
achievement of corporations as they set out towards the end of the 19th
Century to transform the law and recreate themselves was to replace
basic tools of sovereign people -- chartering , defining incorporation
laws, "by what authority" proceedings, and charter revocation -- with
regulatory and administrative law, new legal doctrines, and fines as
corporate punishment. Many people of that time understood that
these changes amounted to a counter-revolution, and so they resisted
with great passion and energy.
workers were not willing to concede that the corporate form would
define work and money and progress and efficiency and productivity and
unions and justice and ethical conduct and sustainability and food and
harm and personhood and reasonable. They were not willing to
concede that corporations should have the rights and privileges of
organized, educated, resisted. They were crushed by giant
corporations' ability to use state and federal government to take
rights away from people and bestow them upon corporations.
corporations were able to claim for themselves rights and privileges
taken from the sovereign people via violence with favorable decisions
of federal judges. Corporations were conceded personhood, and a
long list of civil and political rights such as free speech, and
property rights such as the right to control investment production and
the organization of work
beginning of the 20th Century, corporations had become sovereign, and
they had turned people into consumers, or workers, or whatever the
corporation of the moment chose to define humans as.
clear understanding of history, most citizen efforts against
corporations in this century have been struggles against the symptoms
of corporate domination in regulatory and administrative law arenas.
are NOT arenas of sovereignty. These are stacked-deck
proceedings, where people, communities and nature are fundamentally
disadvantaged to the constitutional rights of corporations.
we cannot demand: BY WHAT AUTHORITY has corporation X engaged in a
pattern of behavior which constitutes an assault upon the sovereign
people. Here, we cannot declare a corporation ULTRA VIRES, or
BEYOND ITS AUTHORITY.
contrary, regulatory and administrative law only enables us to question
specific corporate behaviors, one at a time, usually after the harm has
been done...over and over and over again.
these regulatory and administrative proceedings, both the law and the
culture concede to the corporation rights, privileges and powers which
earlier generations knew were illegitimate for corporations to
possess. In addition, in these proceedings, the corporation has
the rights of natural persons: a human and a corporation meet head on,
in a "fair" fight.
law and culture concede our sovereignty to corporations. So do
most of our own citizen organizations dedicated to justice and
environmental protection and worker rights and human rights.
our organizations use their energy and resources to study each
corporation as if it were unique, and to contest corporate acts one at
a time, as if that could change the nature of corporations.
relentlessly tally corporate assaults; study the regulatory agencies
and try to strengthen them.
We try to
make corporate toxic chemicals and corporate radiation and corporate
energy and corporate banking and corporate agriculture and corporate
transportation and corporate buying of elections and corporate writing
of legislation and corporate educating our judges and corporate
distorting of our schools, a little less bad.
Isn't it an
old story? People create what looks to be a nifty machine, a robot,
called the Corporation. Over time the robots get together and overpower
the people. They redesign themselves and reconstruct law and
culture so that people don't remember they created the robots in the
first place, that the robots are machines, are not alive.
century the robots propagandize and indoctrinate each generation of
people so they grow up believing that robots are people too, gifts of
God and Mother Nature; that they are inevitable, and the source of all
that is good.
odd how gullible we've been, how docile, how obedient? Isn't it
odd that we don't remember who We the People are; how sovereign people
should regard ourselves, how sovereign people should act? We need
to realize what power and authority we possess, and how we can use it
TO DEFINE THE NATURE OF CORPORATIONS, so that we don't have to mobilize
around each and every corporate decision that affects our communities,
our lives, the planet.
In the face
of what we experience about corporations, of what we know to be true,
why are so many people so obedient? Why do we hang on to the hope
that the corporation can be made socially responsible? Isn't this
an absurd notion? After all organizations cannot be
responsible. This is just not a relevant concept because a
principal purpose of corporations is to protect their managers and
directors who run them from responsibility for their decisions.
can declare organizations criminal, or vile--take a look at the
Nuremberg Trials. And people can define organizations, business
or government. Again, see the Nuremberg Trials.
people can be responsible. How? By exercising our sovereign
authority over ALL the institutions we create.
People are the ones who must be accountable. We are not
accountable when we create monster robots which run rampant in our
communities, and which in our names sally forth across the world to
wreak havoc upon other places and upon other people's self-governance.
We are not
being, socially responsible or civically accountable when we don't act
like sovereign people.
We are not
being socially responsible or civically accountable when we play in
corporate arenas by corporate rules.
We are not
being socially responsible or civically accountable when we permit our
agents in government to bestow our sovereignty upon machines.
We are not
being socially responsible or civically accountable when we organize
our communities and then go to corporate executives and to the hacks
who run corporate front groups and ask them please to cause a little
less harm; or when we offer them even more rewards for being a little
people do not beg of, or negotiate with, subordinate entities which we
people INSTRUCT subordinate entities. Sovereign people DEFINE all
entities we create. And when a subordinate entity violates the terms of
its creation, and undermines our ability to govern ourselves, we are
required to move in swiftly and accountably to cut this cancer out of
the body politic.
deeds do we honor the millions of people who struggled before us to
wrest power from tyrants, to define themselves in the face of terror
and violence. And we make all struggles for justice and democracy
easier by weakening the ability of corporations to make the rules, and
to rule over us.
say this is not a practical way to think and act. Why?
Because corporations will take away our jobs? Our food? Our
toilet paper? Our hospitals? Because we don't know how to
run our towns and cities and nation without global corporations?
Because they will run away to another state, to another Country?
Because the Supreme Court has spoken? Because philanthropic
corporations won't give us money? Because it's scary? Because
it's too late to learn to act as sovereign people?
1997 it is not realistic for people across the nation and around the
world to take away the civil and political rights of all corporations,
to take the property rights and real property corporations have seized
from human beings, and from the Earth?
it IS realistic to keep conceding sovereign powers to corporation; to
keep fighting industrial corporations and banking corporations and
telemedia corporations and resource extraction corporations and public
relations corporations and transportation corporations and educational
corporations and insurance corporations and agribusiness corporations
and energy corporations and stock market corporations one at a time
forever and ever?
10, 1997, President William Jefferson Clinton sent a letter to the
mayor of Toledo, Ohio. The mayor had asked the president for help
in getting the Chrysler Corporation to build a new Jeep factory within
Toledo city limits to replace the ancient one which Chrysler
Corporation was closing.
President of the United States, leader of the most powerful nation the
world has ever known, elected head of a government always eager to
celebrate the uniqueness of its democracy to the point of forcing it
upon other nations, wrote:
As I am sure you know, my Administration cannot endorse any potential
location for the new production site.
Intergovernmental Affairs staff will be, happy to work with you once
the Chrysler Board of Directors has made its decision...
president may not have a clue, but We the People did not grant away our
sovereignty when we made Chrysler into a corporation. When we
gave the Chrysler Corporation authority to manufacture automobiles, we
made the people of Toledo not its subjects, nor Chrysler Corporation
their supreme authority.
shall we the people, the sovereign people, stand hat in hand outside
corporate boardrooms waiting to be told our fate?
until we instruct our representatives to do their constitutional duty?
until WE become responsible...until WE become accountable, to our
forebears, to ourselves, to our children, to other peoples and species,
and to the Earth?
Grossman can be reached at:
on Corporations, Law and Democracy
free a nation from error is to enlighten the individual and it is only
to the degree that an individual is receptive of the truth that a
nation can be free from that vanity which ends in national ruin.