Archive for May, 2012|Monthly archive page
MBA’s, Ethics, and the Facebook IPO
I’m an educator, so my natural bias is always to assume that yes, education matters. But it is in part because of this bias that it pains me when I see someone who is plainly overstating the case. And that’s the feeling I got when I read the Washington Post‘s Vivek Wadhwa asking, “Would the Facebook IPO have bombed if Mark Zuckerberg had an MBA?”
The answer — contrary to what Wadhwa argues — is “well, probably, yes!” The IPO almost certainly still would have bombed even if Facebook’s CEO had had an MBA. The fate of the company’s IPO depended a great deal on the way it was handled by Morgan Stanley, and on the appetite of institutional investors for the company’s stock. And that appetite depended a great deal on investors’ thinking on a lot of different questions, including things like whether Facebook still has room to grow or not. But there’s little readon to think that the educational pedigree of the CEO would have made much difference on its own.
It’s also worth pointing out that while Zuckerberg doesn’t have an MBA, he presumably has more than a few MBA’s working for him, and he certainly could afford to hire more. It’s pretty hard to make the case that the man himself having an MBA was utterly essential. So, while Wadhwa may well be right that having an MBA would mean that “Zuckerberg would have better understood the rules of corporate finance and capital markets,” it can hardly be argued that there was no one around with the relevant training to advise Zuckerberg on such matters.
Interestingly, Wadhwa twice mentions the importance of ethics in business, and rightly points to the ethics as being of central importance in an MBA education. But it’s far from clear just how Wadhwa thinks that is connected to the Facebook IPO having “bombed.”
Hopefully no one really thinks that getting an MBA is going to make you more ethical. If the ethics course you take during your MBA is a good one, it may do something to enrich and deepen the way you think about ethics, and to help you design and manage the kinds of systems that will help your employees act ethically. But even on the broadest and most inclusive understanding of the word “ethics,” there’s little reason to think that learning about ethics is going to make you better able to shepherd a company through an IPO. Nor is training in ethics any guarantee that individuals won’t engage in the kind of selective disclosure of information that is at the heart of the company’s post-IPO legal woes. The kind of ethics education that goes along with an MBA may well teach you more than you already knew about the nature of fiduciary duties and the importance of fostering trust, but an MBA-level ethics course is neither necessary, not sufficient, to make a business leader ethical.
POM Wonderful and Hearts vs Brains
Filed under: advertising, brands, food, health, honesty, labelling, regulations, science |
Comments (4) The makers of POM Wonderful want you to use your heart, not your brain.
At least, that’s the distinct impression we get from the company’s recent battle with the US Federal Trade Commission. Last week, an administrative law judge for the FTC found that at least some of POM’s ads made “false and misleading” claims about the health benefits of the trendy, branded pomegranate juice. And the company is fighting back with a series of ads that, by quoting the judge out of context, makes it look like he actually looked favourably upon their product.
The tagline for these ads: “FTC v. POM: You be the judge”.
So POM wants you to be the judge. On the surface, that sounds like they want you to think for yourself. And who could complain about that? But context matters. So when the company is pushing back against the FTC’s assertion (and the court’s finding) that the health claims made on behalf of its juice just don’t stand up to scientific scrutiny, the implied message is that yes, you the consumer should decide, but you shouldn’t use your head in doing so. After all, if you used your head and thought it through rationally, you would want to look at the evidence. And, well, the evidence doesn’t look so good for POM. But the makers of POM, it seems, would rather you look inward instead of looking at the evidence. C’mon, you’ve tasted it. It’s delicious. It must be good for you. And you, dear customer, are smart enough to know that, right? Forget what the science says.
This kind of thing is arguably part of a larger social trend. See this recent essay by Joseph Heath and Andrew Potter, on the way politicians, in particular over the last decade, have found new ways to play fast-and-loose with the truth. Heath and Potter point out the new popularity of the trick of using stubborn repetition as means of bullying your way past awkward facts. A lie can be convincing, in particular when it feels right, when the claim being made fits with your world view or how you want the world to be. And who wouldn’t like to believe that a tasty serving of fruit juice could prevent heart disease or cancer?
The makers of POM are certainly not unique among advertisers wanting you to use your heart, rather than your brain. But they are unusually bold about it, going on the offensive and thumbing their noses at the people whose job it is to do the fact-checking. So consumers beware: when a company wants you not to take a hard look at the facts, it’s usually time to do just that.
Did Apple’s CEO Forego $75 million as a Matter of Principle?
There’s tone at the top, and then there’s tone at the top of the top. And when it comes to defining “top,” it’s hard to beat being the highest-paid CEO in the world, leading the most valuable company in the world. The man who occupies that post, of course, is Apple Inc.’s Tim Cook.
And recently, Cook made a pretty big move that might well do something to set the tone among high-end CEO’s. According to SEC filings, Cook reportedly has opted to take a pass on dividends he could have collected on over a million unvested shares. In total, that amounts to passing up about $75 million. Not that this is exactly going to leave Cook in the poorhouse — he’s paid a mind-boggling amount of money for the task of trying to fill Steve Jobs’s shoes. But still, it’s not trivial either. What should we make of it?
There are a couple of ways to think about this.
One has to do with shareholder confidence. Some have suggested that the decision is designed to show that Apple’s recent decision to pay a dividend wasn’t intended to benefit Cook himself. It is good for the investing public to know that the company is making decisions about things like dividends with the the best interest of shareholders in mind, rather than the best interests of the CEO. But then, Apple isn’t exactly suffering a crisis of shareholder confidence. If boosting the image of the company’s leadership is what you’re looking for, this might just be overkill.
But there’s another way to think of this, and that has to do with the good old-fashioned notion of honour. Call me a hopeless romantic, but I like to think that Cook’s decision might have something to do, as an unnamed source told the Telegraph, with setting an example for his fellow CEOs. Executive compensation has been in the spotlight almost continually for the last couple of years, and has even been the focal point of shareholder revolts. Maybe this is Cook’s way of saying, look, a high-end CEO doesn’t always have to squeeze every penny he can out of the company. And it’s entirely plausible, I think, that someone like Cook might make that decision — and send that signal — as a matter of principle.
“Honour” is the right moral category, here, because foregoing the cash is not something Cook is ethically obligated to do. He is fully within his rights, both legally and ethically, to take the dividend like other shareholders. But there’s arguably something good, something admirable, about attempting to shift the tone among high-end CEOs this way. It’s one thing to say that CEOs are overpaid. It’s quite another to set an example.
Will Cook’s move have any impact? Who knows. But it does seem like one more interesting attempt by the folks in Cupertino to get someone to “Think Different.”
Capitalism and Bad Behaviour
Filed under: adversarial ethics, capitalism, character, competition, trust |
Comments (2) Contrary to what you have heard, there is nothing immoral about capitalism.
A couple of weeks back, the New York Times published a truly scandalous opinion piece by essayist William Deresiewicz with the provocative title, Capitalists and Other Psychopaths. The views expressed in the piece are not just false, but dangerous.
The central claim of Deresiewicz’s essay is that “capitalism is predicated on bad behavior.” This claim is entirely untrue. Capitalism in no way requires bad behaviour. Indeed, to function even moderately well, capitalist markets rely on a general pattern of basic goodwill and honesty of its participants. Commerce of any kind requires trust, and trust is predicated on the expectation that the other person is going to follow some basic rules of decent behaviour. The niceties of the rules that ought to govern business are up for debate, the basic need for some sort of rules is not. Capitalism, in other words, presumes ethics.
Deresiewicz is right of course that bad behaviour does go on within capitalist systems. That’s not exactly a news flash. Nor is it unique to capitalism. There’s no evidence that either feudalism or communism magically turns humans into selfless and cooperative purveyors of peace, love and understanding.
The beauty of a free market, as Adam Smith taught us, is that it can generate benefits even even among mean-spirited. The taxi driver who took me to the airport this morning doesn’t have to like me, and he doesn’t have to be a particularly lovely human being. All that’s necessary, in order for me to get to the airport, is that he wants to make a living. But in no way does capitalism require that people be vicious or even indifferent to each other’s fates. As Nobel laureate Ronald Coase put it, “The great advantage of the market is that it is able to use the strength of self-interest to offset the weakness and partiality of benevolence.” We are limited in our sympathies for others. The good news is that, in the marketplace, our commitment to our own welfare, and the welfare of those we hold dear, inspires a great deal of creative and industrious activity that has as its very useful side-effect the provision of benefits to others.
Deresiewicz’s essay also takes a particularly gratuitous pot-shot at business school education. “I always found the notion of a business school amusing,” he writes. “What kinds of courses do they offer? Robbing Widows and Orphans? Grinding the Faces of the Poor?” This may be a joke, but it’s a baffling one. Is business management really so trivial a task that it couldn’t possibly require any advanced training? (The old-guard communists thought so, and look where it got them.) Say what you will about business schools, there’s little doubt that the better ones, at least, teach a serious and difficult curriculum. Deresiewicz’s slam here is also terribly and unnecessarily insulting to millions of business school graduates who work diligently and honestly to produce a bewildering array of goods and services. Yes yes, we all know about Ken Lay and Bernie Madoff. Those men deserve, and have already received, ample criticism. But why impugn the honesty and integrity of every single executive, mid-level manager and accountant along the way?
The key to understanding Deresiewicz’s error is to see that he thinks ethics should be exactly the same in all situations. Not just present, but the same. The virtues of the marketplace, he suggests, should be the same as those of the Christian bible. The norms we apply to commercial exchange, he suggests, should also be (or include?) those of civic life. But does anyone really believe that? If a company rips you off should you really “turn the other cheek,” in good Christian fashion? Should Apple and Dell really debate the qualities of their competing products and then have us all vote for the one winning product that we will then all buy? To expect the same behaviour in the market as in a townhall meeting makes about as much sense as to expect people to behave on a football field the same way they do in a church pew.
It goes without saying that Deresiewicz is not alone in his misunderstanding of the fundamentals of capitalism. But his misunderstanding is especially fundamental, and especially corrosive. The really troubling thing about Deresiewicz critique is that it suggests that there’s nothing about capitalism worth saving. If capitalism is intrinsically unethical — if it has the immorality baked right in — then why try to fix it? Why try to make things work better? We all might as well just settle in and enjoy our smug cynicism. Because like a lot of really trenchant critics, Deresiewicz offers us no alternative.
Will Facebook’s IPO Bring New Public Responsibilities?
Filed under: corporations, profits, regulations, shareholders, stakeholders |
Comments (4) Today, with the advent of its much-anticipated IPO, Facebook, Inc. will be “going public.” From a legal and regulatory point of view, that’s a significant change, bringing for example new requirements for financial transparency. But what does it imply from an ethical point of view? The phrase “going public” here is somewhat misleading. The event doesn’t do anything as dramatic as changing Facebook from a private to a public entity. It simply means that shares in the company will now be available to members of the public, and traded on the publicly-accessible stock markets.
Regardless, many people already do think of Facebook as a “public” institution in some sense. They think of corporations in general as public institutions, with public responsibilities beyond just keeping their noses clean. The very act of incorporation, after all, requires a framework of public laws to enable it, as do key aspects of modern incorporation such as limited liability. The view here is that if the public allows, and indeed enables, incorporation, it has the right to expect something in return.
Many people also point to history: once upon a time, corporations were chartered by the government as instruments of the public good — to sail in search of treasure, to build bridges, and so on. Of course, the way things used to be is typically a pretty poor argument for how they ought to be today. It is, in general, a good thing that corporations are not now thought of as creatures of the state. If you’re an entrepreneur with a good idea, you don’t need to bow to a prince or bureaucrat to be allowed the privilege of incorporating. That is a good thing. We allow incorporation, and the limited shareholder liability that goes with it, because of the socially-useful stuff this allows corporations to do en route to building wealth for their shareholders.
So I think it is generally misguided to think of corporations as public entities, at least as this applies to corporations in general. Corporations are private entities, ones that play a role in an overall system — namely, the Market — which arguably exists to promote the public good in some sense. But to infer, from the notion that the Market has a role in promoting the public good, the notion that each corporation exists for that purpose, amounts to committing the ‘Fallacy of Division,’ the fallacy of assuming that the parts of a system necessarily share the characteristics of the system as a whole.
So Facebook isn’t, just by being a corporation, an instrument of the public good in any grand sense, and it won’t become one when it “goes public.”
But Facebook is not, in my view, a corporation just like any other. As I’ve argued before, there’s reason to think that a company like Facebook — public or not — has special obligations due to its role as a piece of communications infrastructure. It is such an integral part of so many people’s social lives and patterns of communication, and it has so few real competitors, that I think it is in some ways more like a public utility than like a private company.
From that point of view, the idea of Facebook going public is slightly more interesting. Because this quasi-utility is about to face a new set of pressures. Its managers (including especially CEO Mark Zuckerberg) will now be beholden to a greatly expanded constituency of shareholders. Of course, Facebook has long had shareholders, but they were far fewer in number. And those early shareholders were also different in terms of expectations and levels of patience. People who get in on the ground floor of a tech company like Facebook are speculating in a very significant way. They may have big dreams for their stake in the company, but they are less likely to demand growth on a quarterly basis the way shareholders in a widely-held company are likely to do.
The new wave of shareholders are likely to insist on ever-growing profits — this at a time when many people are expressing doubts about the company’s room for growth. How well the company will treat its customers in the face of such pressures is yet to be seen. For example, there are surely lots of ways for the company to make money by selling the right bits of the vast trove of information it currently has about its roughly 900 million users. Will the company sacrifice your privacy in pursuit of profits?
For better or for worse, the company may well be able to resist such temptations, because of the way control of the company is structured. As has been widely noted, Zuckerberg will still exercise nearly unfettered control. He will retain over 50% of voting stock, making him the controlling shareholder in addition to being both CEO and Chair of the Board. Whether that’s good or bad depends on how he exercises that power, and the goals he chooses to aim for. He has, for instance, has publicly disavowed profit as a primary motive. He’s been quoted as saying that, at Facebook, “we don’t build services to make money; we make money to build better services.” This implies, for instance, that Zuckerberg wouldn’t sell your private information just to make a buck. But — who knows? — he might conceivably do it for other reasons. But if all goes well, Zuckerberg’s profits-be-damned approach will act as a check on what might be seen as the baser impulses of the investing public. And if his own ambitions stray too much from the public good, then hopefully the ‘discipline of the market’ will act as a check on the tech visionary himself.
Should JPMorgan Fire the London Whale?
Would you fire an employee responsible for losing your company a couple billion dollars? I mean, hey, mistakes happen. But we’re talking two billion, here, with a “B”.
It’s not a hypothetical question, at least not for one major financial institution. As has been widely reported, JP Morgan Chase has now acknowledged that recent trading losses of two billion dollars are “somewhat related” to the controversial activities of a single London-based broker. The broker, whose real name is Bruno Iksil but who is often referred to as The London Whale, made enormous bets on U.S. corporate bonds…and lost.
I don’t think anyone has seriously suggested firing The Whale, at least not in public. But it does make you wonder. Even a company the size of JPMorgan can’t quite shrug off losses of that magnitude. And as others have pointed out, the hit to the company’s reputation may be more damaging, in the long run, than the short-run hit to its bottom line.
It’s worth noting that The London Whale was not a rogue trader. Indeed, his strategy was widely known, and apparently approved of by top executives at the company’s chief investment office.
Still, executive approval or no, it would be easy enough to make a scapegoat of The London Whale. But of course, that would be disingenuous, and the complicity of the Whale’s bosses is now public knowledge. And anyway, it’s entirely possible that the company will continue to see him as a valuable trader. He lost money this time around, but only insiders have the numbers to know how much he has made or lost for the company during his years there. And it’s entirely possible for even a losing bet to be regarded as one that it was smart to make in the first place.
There is also a public interest angle here. One of the key lessons of the last 4 years has been that innovative risk-taking by financial institutions can be a threat to the public good, not to mention the public purse. So even if The London Whale, and his overseers, aren’t destined to be axed by those who serve the company’s shareholders, that doesn’t mean they don’t collectively deserve our opprobrium, in addition to warranting stricter regulation.
Mobile Phones, Airlines, and Long-Term Contracts
Contracts are an essential part of modern business. Contracts make business partners more reliable, fostering trust beyond the limits of basic human trustworthiness and a firm handshake. Indeed, one of the main ways in which all modern economies treat corporations as ‘persons‘ under the law is evidenced by the fact that corporations can sign, and be bound by the terms of, contracts. Contracts provide uniformity and security. Contracts can also be contentious, hence the evolution of an entire branch of law known as Contract Law.
Sometimes, one party or another comes to regret signing a contract, especially long-term contracts. Two such cases have been in the news recently.
One story involves consumers regretting signing contracts, in particular mobile phone contracts. Here in Ontario, a bill has been introduced that attempts to improve mobile phone contracts for consumers, including making it easier for consumers to end contracts without massive penalties. It turns out that consumers like the low, low phone prices made possible by long-term contracts, but aren’t so fond of actually paying the full price of such contracts. And most people, I suspect, sympathize with the consumer here rather than with the phone companies who want to see their contracts honoured.
The other story about contracts flips that one on its head. It’s a story about frequent fliers who bought tickets — essentially, signed contracts — giving them unlimited first-class flying on American Airlines. But this time, it’s not the consumer who came to regret the deal, but rather the company. You see, American, when they sold these tickets years back (for prices in the quarter-million dollar range) didn’t foresee the ways in which some customers would use — and perhaps abuse — the privileges those tickets embodied. A handful of super-frequent fliers are using their lifetime tickets so intensively that they’re each costing the airline something like a million dollars a year.
Of course, this story is unlikely to generate much sympathy. Most people dislike big corporations like American Airlines, and almost everyone has reason to gripe about airlines in particular. Tough luck, suckers! And after all, a big corporation like that can afford it, right? Well, no, as it turns out profit margins in that industry are vanishingly thin, and even negative in some years. (In related news American recently asked a bankruptcy court to nullify its contracts with various labour unions.)
The more general question here has to do with whether we should protect people (and companies) from the results of their poor decisions. One set of reasons has to do with protecting the interests of persons: as a society, we have duty to protect each other at least to some extent. And in the commercial domain the consequences of certain choices can be unclear. This is a reason for laws encouraging clarity of contract, if not provisions for voiding them altogether.
Another set of reasons has to do with the social benefits, both of contracts and of occasionally voiding them. Contracts are designed to reduce the risk of doing business; but the act of signing a contract also involves taking a risk, namely the risk that things will turn out differently than you had expected, and that holding up your end of the bargain will end up being disadvantageous. And we want people, and companies, to take those kinds of risks; without them, commerce (and hence our standard of living) would return to stone age levels. So we may in some situations want to provide safety nets to make such risk-taking reasonable. Whether we have the moral imagination needed to see the full range of costs and benefits to the full range of relevant parties is another matter.
Hockey’s Ken Dryden on Business Ethics
OK, so hockey legend Ken Dryden’s recent editorial, “The anatomy of three hits”, technically wasn’t about business ethics, but about the ethics of that business known as “hockey.” But you could essentially take the entire essay, substitute suitable examples from the history of business ethics, and the fundamental lessons would be the same.
Dryden’s basic point is about the nature of adversarial contexts. Hockey, like commerce, is a fundamentally adversarial context that also happens to be socially beneficial. That is, the rest of society benefits from the fact that both hockey players and business executives regard the other team as “the enemy,” and try their best to outdo them. Try, that is, within certain limits.
The hockey player, you see, is, like the business executive, subject to a strong duty of loyalty. The hockey player has a duty of loyalty to his team. The executive has a duty of loyalty to the corporation. But in both cases loyalty has its limits. Even the toughest of hockey’s tough guys know that.
These few sentences of Dryden’s, about tough-but-fair hockey players, sum up everything you need to know about the honourable business executive:
Players commit themselves to their teammates and to their teams. It’s what they love about their teammates, and what their teammates love about them. It’s what the fans love about them too. If these players are asked to do more, they will do more. Yet something keeps them from committing to what they shouldn’t commit.
That “something” is this: an understanding that despite the adversarial context in which they play, they are still human beings, as are their opponents.
Or at least, says Dryden, that’s how things generally have been in the world of professional hockey. But there are worrisome signs, of late, that the frequency and severity of dirty hits is ramping up. Here, the analogy continues: many people believe that bad behaviour in business is on the rise. Is there a role for enforcement here, to push behaviour back into line? Sure, says Dryden, but such external incentives can only go so far. What’s essential, then, both in hockey and in business, is that the players understand, and internalize, a basic respect for each other, and for the game.
Rupert Murdoch, Government Censure, and Free Markets
A parliamentary committee in the UK has decided, in the wake of the phone-hacking scandal, that media baron Rupert Murdoch is “not a fit person to exercise the stewardship of a major international company.”
This is not exactly good news for Murdoch, but nor is it catastrophic. The parliamentary committee that chastised him has no real power, and certainly not the power to act on its assertion that Murdoch is unfit to run a company.
The power to make that determination, and hence in principle to hobble the UK branch of Murdoch’s media empire, is “Ofcom”, the UK’s Office of Communications, a regulatory agency set up by, but arm’s-length from, the UK government. According to the Washington Post, “The independent agency has the power to take a TV license away from anyone deemed ‘unfit’ to hold one.”
But assertions by a parliamentary committee that a corporate leader is unfit should give us all pause — not to contemplate the fate of the accused, but to contemplate the larger question of governments telling us who is fit to be in business. Trust me, I have no particular sympathy for Rupert Murdoch, but I also think it’s a very good thing that the committee wagging its collective finger at him has no teeth.
One of the virtues of free markets is that governments don’t generally play a role in deciding who gets to be an entrepreneur or who gets to run a corporation. A corporation is a piece of private property, albeit a rather complex and unusual kind of private property. In small organizations, you get to be chief by starting the business yourself; in larger ones, you get hired by the shareholders or (as in the case of cooperatives) by the employees or customers who own the thing.
Contrast this to a communist or feudal system under which an aspiring entrepreneur has to grovel at the feet of some bureaucrat or feudal lord just to be granted the privilege of starting a business and supplying his or her fellow citizens with the products they want and need. Under such a system, you only get to be head of a large, productive organization if government officials give you the nod. Now of course, some people won’t see that as such a bad thing. If you see a corporation as primarily a public institution — one whose goals ought to be public ones — then perhaps you also think its leaders ought to be chosen by (or at least subject to veto by) representatives of the public.
But consider: the committee mentioned above was composed of members of two different political parties. The report the committee issued was approved by a 6 to 4 vote, a vote that divided the committee along party lines. So before you give a hearty cheer for this instance of government censure, remember that under a different system such censure might have teeth, and such a committee could easily be dominated by a party other than the one you prefer.
The Problems With the “People’s Rights Amendment”
Filed under: accountability, corporations, government, personhood, protest, rights |
Comments (4) Corporate personhood is one of the most badly misunderstood concepts in discussions of corporate behaviour and responsibility. It is also one of the most essential tools for promoting human wellbeing and protecting individual human liberties.
People get angry — understandably and often justifiably angry — when they see instances in which corporations have too much power. But the response, the way such anger is directed, is not always constructive. Indeed, sometimes it’s downright counterproductive.
Witness, for example, the recent move in the US to propose a “People’s Rights Amendment.” (It’s a project of citizens group “Free Speech for People”, and the bill was introduced in congress by Congressman Jim McGovern of Massachusetts.) This is a hail-Mary attempt to amend the US Constitution, largely in response to the US Supreme Courth’s controversial Citizens United decision. That decision, rooted in constitutional arguments about free speech, removed certain limits on corporate political donations. Like many people, I worry about the effects of that decision; but I worry even more about the potentially disastrous effects of the proposed remedies.
Now, a lot of people believe that the US Supreme Court, in the Citizens United decision, invented the notion of Corporate Personhood. That belief is both false and wildly US-centric. But aside from getting history wrong, this belief has resulted in a backlash that has included some wrong-headed proposals for shifting the balance of power back to The People. And the People’s Rights Amendment is one of those.
Here are the 3 sections of the proposed “People’s Rights Amendment”:
Section 1. We the people who ordain and establish this Constitution intend the rights protected by this Constitution to be the rights of natural persons.
Section 2. People, person, or persons as used in this Constitution does not include corporations, limited liability companies or other corporate entities established by the laws of any state, the United States, or any foreign state, and such corporate entities are subject to such regulation as the people, through their elected state and federal representatives, deem reasonable and are otherwise consistent with the powers of Congress and the States under this Constitution.
Section 3. Nothing contained herein shall be construed to limit the people’s rights of freedom of speech, freedom of the press, free exercise of religion, and such other rights of the people, which rights are inalienable.
There are two problems here, and they are rooted in Sections 2 and 3 respectively.
Note that Section 2 says that incorporated entities don’t get constitutional rights at all. So that means, for example, no 4th Amendment limits on search and seizure of corporate property. So, under this proposed Amendment, no one’s investments — not your stock portfolio, not your RRSP, not your pension plan — is immune from arbitrary seizure by the state. It also means that a corporation would have no right to due process when charged with a crime. The implications for shareholders and employees, here, are potentially disastrous. Under the People’s Rights Amendment, any corporation you’ve invested in, or where you work, could effectively be seized and shut down without cause, without trial, without explanation. This surely limits corporate power, but at enormous cost — namely an enormous increase in the power of the state. Not the people; the state.
I should also add that this Amendment seems also to apply also to unions, nonprofits, and churches. None of them would, under the People’s Rights Amendment, retain these rights against the state, and all would be enormously vulnerable.
But all of that only matters if Section 3 doesn’t exist, because Section 3, if taken seriously, guts the whole thing. Section 3 reasserts that people, human beings, do have rights, and that nothing in Section 2 can be construed as limiting those rights. So as the owner of a corporation, or as a shareholder in one, Section 3 assures you that your property — including presumably the property of the corporation you own, or the property of the corporation from which you derive dividends — cannot be subject to unreasonable search and seizure, and cannot be confiscated without due process. Whew!
The point here is that people, real flesh-and-blood people, rely on business corporations and other ‘corporate entities’ in a huge number of ways. They are how we make our living. They are the instruments of our collective success. Where the power of those instruments needs to be limited, as it surely sometimes does, it cannot be done by pulling the rug out from under individual, human liberties. And so if corporate power is to be reined in, it will have to be done through a mechanism considerably less clumsy than the People’s Rights Amendment.
The Business Ethics Blog 