Jamesian Philosophy Refreshed

She (my friend) then added her own comment: There were a lot of things wrong with the 50's, but one parent working with another one staying home (which they owned) was doable when the onus of taxes wasn't on citizens. The onus of taxes wasn't on the citizens because it was on the "corporations" you see. She seemed to be agreeing with the Sanders quote she attached that we ought to get back to that. But what does it mean to tax corporations exactly? Is it a free lunch for the "citizens"? Of course not. Depending on a variety of circumstances, a corporate tax gets money into the Treasury from one of three sources: the shareholders of the corporation in question; the consumers of the products and services it creates; the employees. If the labor market for the sort of labor a particular corporation needs will allow, the corporation (a legal form for the interactions of natural people) will pass the cost of the tax that way. If the labor market does...

Should corporations be allowed to create bylaws in which they limit where they can be sued, especially by their shareholders? That is one way of looking at the issue in NORTH v. McNAMARA. It concerns specifically what are called "shareholder derivative actions" -- actions in which the litigating shareholder derives his standing from the corporate person itself.  These are the cases in which company managements have long been eager to keep their disputes with shareholders in the (to them friendly) confines of the Delaware Chancery Court where possible. A court in Oregon recently (August 2014) refused to enforce a forum selection bylaw in litigation over TriQuint SemiConductor Inc. It found suspicious the bylaw in question because the board adopted this forum selection rule at the very same meeting where it approved entering into a particular merger, the merger to which some stockholders objected. The board seemed obviously not to be declaring a general rule about the be...

The Delaware Chancery Court issued an important decision early this month (May 5th), allowing Sotheby's to proceed with its annual stockholders' meeting the following day. The significance of that? -- the court is taking a laissez-faire attitude toward a new more aggressive use of the "poison pill" by corporate boards. A "poison pill" in corporate law is the colloquial term for certain shareholder rights plans devised back in the 1980s to make hostile takeovers more difficult. Typically, a plan will provide that when a particular shareholder owns more than some threshold percentage of the equity (say, 15%), there will be a new issuance of shares, to the other shareholders, at a discounted price. The block of shares that puts the potential trouble maker over the 15% mark then, is in two senses "poisoned." It dilutes the value of his equity (for the obvious supply/demand reason) and it significantly lessens  the trouble maker's weight...