“Freedom For The Few”: Corporations, Miniature Governments With Their Own Undemocratic Governance Structures And Election Systems
We should be done by now with the idea that a corporation is a single thing. Corporations contain a multitude of conflicting interests and are much more like miniature governments with their own governance structures and election systems than is commonly recognized. While these structures are far more hierarchical and undemocratic than we require of our public institutions, Americans should not be resigned that this is the best or the only way the private sector can be structured.
The debate over corporate disclosure currently going on at the SEC exposes some important fissures within the modern American corporation. On the one hand, corporate managers and their allies have argued that corporations should be able to engage in political activities without having to disclose how much they spent or who that money went to. But there is a subtle slight-of-hand to this argument. It conflates the overall interests of the corporation with the desires of management and directors. What proponents of this view really mean is that management and directors should be able to make political expenditures without getting any input from shareholders or other constituencies within the corporation.
On the other side of the debate, shareholders and shareholder advocacy groups have been calling for greater disclosure regarding how corporate money is spent in politics. Shareholders have pointed out, rightly, that management’s political activities are not necessarily good for business. The money spent on political activity is money that shareholders might otherwise see reinvested in the company or have paid out in dividends, and it is money they have residual legal claims to. And, importantly, it often expresses political views that shareholders have no interest in supporting.
Shareholders have been introducing and voting on proposals to improve disclosure. But even when these measures pass, they are merely advisory and do not bind managers. It’s simply not the case that corporate political spending reflects the views of all the people who make up a business. Under existing corporate law, these intra-business disputes already tend to be resolved in management’s favor. And right now it is only management and directors whose views are reflected in political activity. It’s also noteworthy that employees’ interests aren’t even a part of this picture.
In spite of all that, management continues to push back against shareholders. Likely emboldened by Citizens United, proponents of management-dominated corporate speech have begun to claim First Amendment freedoms against their own shareholders. Consider this rather surprising statement from former SEC Commissioner Paul Atkins:
shareholder activists, including unions, state pension funds, and ‘socially responsible investors,’ have increasingly turned to shareholder proposals to selectively burden American businesses exercising their First Amendment rights.
Leaving aside the fact that nobody has First Amendment rights against other private actors, this is an extremely bold assertion. This is tantamount to saying that the interests of management should trump all others and that neither private nor public actors should be permitted to interfere.
Frighteningly, recent developments have begun to enshrine this pro-boss, pro-management bias elsewhere in the law as well. This trend can be seen in a number of settings. During the last election cycle, a number of journalists were reporting that employers were asserting a First Amendment right to trample on the voting rights of their employees. In the ongoing fights over the Affordable Care Act, a number of employers have asserted a constitutional right not to pay for employees’ access to birth control and reproductive health services. (And in the religious non-profit setting, the Obama administration appears prepared to give them the exemption they were seeking.)
Corporations are a “they,” not an “it.” And it’s vitally important that this “they” doesn’t only mean corporate management. More democratic private sector institutions would be an important start. But we need a new constitutional framework for understanding people’s positive rights in the private sector as well. Freedom under the First Amendment doesn’t simply mean, as Paul Atkins might like, protecting bosses from public and private accountability. It means empowering a variety of people, shareholders, workers, communities, and the broader public, to shape the political conditions they live in.
By: Anthony Kammer, The American Prospect, February 6, 2013
“We Hold These Truths To Be Self Evident”: Real Patriots Pay Taxes
Some of our nation’s biggest corporations are planning a tax holiday and they want you to pick up the tab.
Actually, you already pay for their routine tax avoidance through the use of tax havens in Bermuda, the Cayman Islands and elsewhere. These accounting acrobatics cost the U.S. Treasury $100 billion a year. Now they want Congress to pass a special tax holiday for money they “repatriate” back to the United States.
There’s nothing patriotic about this repatriation being pushed by Google, Cisco, Pfizer and other companies in the Win America campaign. To sell the tax holiday, they claim it will produce a burst of jobs and investment. In fact, Congress passed a “one-time-only” tax holiday in 2004 with similar promises. Instead, it produced a burst of shareholder dividends and stock buybacks, which goosed the pay of CEOs.
Corporations laid off workers and shifted even more income and investment to offshore tax havens in the wake of the 2004 tax holiday.
“Why should we reward firms for successfully gaming the tax system when we in turn are called on to make up the missing tax revenues?” Edward Kleinbard, former chief of staff of Congress’s Joint Committee on Taxation, told Bloomberg. “Much of these earnings overseas are reaped from an enormous shell game: Firms move their taxable income from the U.S. and other major economies — where their customers and key employees are in reality located — to tax havens.”
A favorite accounting trick is transferring a patent from the U.S. parent company to a subsidiary — often a shell company — in a tax haven. Profits from the patent go largely untaxed offshore while the costs of development, marketing and management remain in the U.S., where they are taken as tax deductions.
Pfizer was the largest beneficiary of the last tax holiday, bringing $37 billion back to the United States and paying just $1.7 billion in federal corporate income taxes. It laid off 10,000 American workers in the following months. The U.S. is the world’s most profitable drug market and yet over the last three years, Pfizer — maker of Lipitor, Viagra and much more — has reported $7.9 billion in U.S. losses while claiming $37.8 billion in profits in the rest of the world. Pfizer, like the rest of Big Pharma, is heavily subsidized by taxpayer-funded research at the National Institutes of Health and elsewhere. It should not be rewarded with another tax holiday.
Bloomberg reported that “Google reduced its income taxes by $3.1 billion over three years by shifting income to Ireland, then the Netherlands, and ultimately to Bermuda.” What a corporate ingrate. Google would not exist without the Internet, and the Internet grew out of U.S. government research beginning in the 1960s. In the 1990s, the U.S. National Science Foundation funded the Digital Library Initiative research at Stanford University that Larry Page and Sergey Brin, now billionaires, developed into Google. Brin was also supported by an NSF graduate student fellowship.
Increasingly, U.S. multinational corporations want to benefit from government spending on education, infrastructure, research, health care and so on without paying for it. Today, large corporations pay, on average, 18 percent of their profits in federal income taxes and as a group contribute just 9 percent toward federal government bills, down from 32 percent in 1952. The Congressional Joint Committee on Taxation says a new tax holiday would cost $79 billion.
A dozen national and state business organizations led by Business for Shared Prosperity recently wrote members of Congress urging them to oppose the tax holiday. The letter said, “When powerful large U.S. corporations avoid their fair share of taxes, they undermine U.S. competitiveness, contribute to the national debt and shift more of the tax burden to domestic businesses, especially small businesses that create most of the new jobs.”
There is no excuse for repeating a policy that’s a proven failure. It would be even worse this time around, as corporations would redouble their efforts to shift profits overseas in anticipation of the next tax holiday. Congress should close the tax loopholes that reward companies for transferring U.S. profits, jobs and investment abroad — not encourage them.
Real patriots pay their fair share of taxes. They don’t run out on the bill.
By: Holly Sklar and Scott Klinger, CommonDreams.org, July 4, 2011
Insurance Companies: Guarding Health Is Not Their Business, But It Is Ours
If for one moment anyone has the notion that for-profit health insurance companies are in the business of guarding the health (or wealth) of policyholders, that notion ought to be quickly dismissed in favor of the truth. For-profit health insurance giants guard profits.
I arrived outside the WellPoint annual shareholders meeting in a hotel in Indianapolis yesterday to be greeted by more guards (and some armed) than I have seen surrounding President Obama at times. Apparently just the prospect of having some of the legal shareholders question the business practices and ethics of the WellPoint board and CEO Angela Braly was very scary for the company and its elite leaders.
Some of the shareholders have in recent years put forward a resolution supporting WellPoint’s return to its non-profit roots. After last year’s meeting, the resolution earned 9.6 percent or 30,000,000 shareholder votes. The current leadership doesn’t like that nor do they like the efforts of the shareholders who keep challenging them.
One shareholder asked Ms. Braly at yesterday’s tightly controlled and guarded meeting, as a sort of speakers’ “shot clock” counted down her speaking time, “Tell me, Ms. Braly, could you please explain what you do that warrants a salary ($13.5 million annually) that is more than 375 public school teachers in Indiana earn?” Braly’s answer was a classic. No shot-clock running for the CEO as she explained that the board sets her compensation and it has to be competitive with the other comparable giants in the insurance industry. It is a breathtaking demonstration of greed and hubris.
I wondered how we have allowed this country to amble onward to the point where 1,275 Americans who carry health insurance go bankrupt every single day (if the courts stayed open seven days a week) while an insurance company CEO like Angela Braly pockets $140,000 for her day’s salary. Every day.
That’s quite a lot of money that doesn’t go to healthcare. That’s quite a lot of money for one person to earn in one day. That may be why such scary guards are needed outside WellPoint shareholder meetings – they wouldn’t want CEO Braly to have to mix it up with any of the policyholders or others who might question too directly what value the for-profit health insurance industry adds to the U.S. healthcare system. I also wondered how much money those guards cost. And the shot clocks to keep pesky questions to a minimum? And how about the pro-Angela and pro-profit softball questions planted in the room?
WellPoint, like the other major insurance giants, can claim the best profits ever this year. Times are good at the top. Things are not so good for millions of Americans who want for decent healthcare within a system that provides a progressively financed, single standard of high quality care. Medicare for all would be nice. The American Health Security Act of 2011, S915/HR1200 as offered by Sen. Bernie Sanders, I-VT, and Rep. Jim McDermott, D-WA, provides a model for moving forward. Public financing (yes, a single payer system) coupled with public and private delivery (not a single provider). No insurance giants paying huge board compensations and CEO salaries. No armed guards protecting the profit.
Outside the City Market in Indianapolis, in the rain and with no need for guards, the advocates of healthcare sanity gathered – and I was thrilled to be among the Hoosiers for a Commonsense Health Plan. We affirmed our commitment to the work ahead and to one another. We sang. We are shareholders in a society that values more than profit – we value behaving justly and humanely, and we’d like a healthcare system that reflects that.
Forgive my repetition of the theme, but health insurance is not healthcare. Health insurance is a financial product. Health insurance is a financial product sold to protect health and wealth which may well do neither. Health insurance is a defective financial product for millions of people who made what we felt were responsible decisions about protecting ourselves and our families from financial or health disaster with health insurance products that have loopholes and flaws big enough to leave thousands dead every year and hundreds of thousands bankrupt.
I will never have the salary or earnings of insurance CEOs like WellPoint’s Angela Braly. That’s OK by me because I’ll also, I hope, never need guards to keep those I have harmed and those I would harm from questioning me about why. But, my life and the lives of my loved ones, my neighbors and my friends are surely as valuable in terms of access to healthcare in America in 2011. The day will come.
By: Donna Smith, CommonDreams.org, May 18, 2011
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