April 01, 2012 Top Story

Feds Give Corporations Vote; Chancery Court Abolished

After Citizens United, state and federal lawmakers take action

Avril Poisson

Lawmakers across the country have begun to take steps consistent with the Citizens United decision, which held that corporations have the same right to freedom of speech as individuals. Reasoning that additional fundamental rights are soon to follow, state and federal lawmakers have made legislating these rights a top priority.

Delaware and Nevada Moving to Family Court–Only System

In Delaware, lawmakers are “very close” to fully abolishing the corporate code, explains one lawmaker. “The more the law progresses toward granting corporations the same rights as individuals, the more we’re realizing that a lot of what we’ve done with the corporate code is unnecessary. This whole separate system is basically superfluous,” he explains.

The change will eliminate what is now Title 8, the corporate code, in favor of Title 13, governing domestic relations. Matters currently pending in Chancery Court will be reassigned to Family Court in a rolling process beginning April 1, 2013, with judges instructed to consider “the best interests of the subsidiary” in instances where a divestiture is before it.

Not to be outdone, Nevada is scrambling to make its own changes to the Nevada Revised Statutes. “In Nevada, we’re known for easy marriages and easier divorces. We’re also known as a favorable state in which to incorporate. I can’t believe we’ve never thought of combining our strengths like this before,” marvels Howie Rakinitin, an assemblyman who would only describe himself as “from the Las Vegas ‘area.’” Section leaders predict an increase in palimony claims as unrelated corporations housed in one office building go their separate ways.

Life and Death Are Hot-Button Issues

In several states, liberals and conservatives have clashed over when corporate personhood begins. Social conservatives have introduced bills that would define corporate personhood as beginning when the idea of a corporation is conceived, whereas liberals have sought the right to terminate a corporation’s existence whenever convenient—even after the filing of the articles of incorporation.

Section leaders predict a protracted debate, decades of unwieldy Supreme Court jurisprudence, and dissatisfaction all around. “Perhaps the most problematic issue will be whether this will fracture firms along political lines, as both lobbies are expected to be well-funded.”

In Texas, innocence projects have seen a substantial uptick in anonymous donations as lawmakers grapple with the logistics of corporate executions. “I used to have to do my innocence work on a borrowed laptop at McDonald’s,” offers Aura Moonbeam Meadow, an exhausted head of a local innocence project. “Now I’ve been able to rent office space for my team. We’ve also had several folks offered in-house positions. Needless to say, this is new for us.” Meadow left the interview abruptly, muttering “the key is in the corporate DNA.”   

Federal Law Will Give Corporations the Right to Vote

At the federal level, a measure designed to give corporations the right to vote is working its way through Congress with bipartisan support. The measure, dubbed the CRAP Act (Complete Rights for All Persons) will permit a corporate board of directors to cast votes on behalf of the corporation in general elections.

Under the measure, each corporation will receive the same number of votes as it has employees, with the votes going to a single political candidate selected by a quorum of the directors. A corporation will be able to cast all of its votes in multiple states, so long as at least one employee has “some former, present, or anticipated future ties” to that state.

Democrats and Republicans have agreed that individual employees of corporations will no longer be eligible to vote once the measure is passed. Smithfeld Jones, cochair of the Section’s Committee on Corporate Personhood Litigation, believes that the measure won’t be controversial.

“Voter turnout has traditionally been low anyway,” Jones notes. “Honestly, I don’t know that voters are going to care.”

A poll of potentially affected employees revealed benign exasperation, but no plans for action. “What am I going to do, occupy something?” scoffed one employee. “How did that work out for people? Besides, with or without the right to vote, I need to occupy my job if I want to put food on the table.”

Lawsuits Imminent

For all of the rights corporations are set to enjoy, corporations are also cognizant of potential lawsuits. For example, both the Republican National Committee and the Democratic National Committee are preparing lawsuits to enjoin certain corporations from Super PAC participation. The DNC and RNC jointly hold business method patent 201220162020, “a method for spending constituents’ money on partisan and political speech with which average constituents do not agree,” and appear concerned that CRAP will infringe on their “intellectual” property.

This article was written for your enjoyment on April Fools' Day and should not be taken seriously.

Avril Poisson is an associate editor for Litigation News.

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