Hobby Lobby

[quote]Dr. Pangloss wrote:

[quote]usmccds423 wrote:

I’m not sure percentage of ownership is the right way to look at it. Wal-mart is it’s own being. Ownership in a pass through entity like your LLC and ownership in the stock of a C Corp is pretty different, imo.
[/quote]

Are you saying that the sole criteria should be ownership type? So Cargill, with 2013 sales of 137 Billion dollars and 140,000 employees should be able to eliminate the BC mandate, but Central Garden and Pet - a publicly traded company - with sales of $1.6B and a couple thousand employees shouldn’t be able to?

If you are, that’s fine. I’m just trying to get a handle on what you’re suggesting.
[/quote]

I’m not necessarily saying it should be the sole criteria, but I think that’s where the discussion should start.

The way I see it is that ownership in an autonomous C Corp and ownership in a pass through entity like an LLC are just different. The majority of the shareholders of Central Garden and Pet are in no way related to or influence the business. They made an investment and expect a ROI. That’s the extent of it.

The owners of Cargill (assuming they are individuals) are different. They’re the owners, management, etc… of the business (there are of course exceptions and it’s much more complex than that). More importantly everything passes through to them, they are the business.

I concede LLCs raise a number of questions.

[quote]countingbeans wrote:

I’ll file this as reason #2 I don’t think a publicly held corp should be able to opt out of the mandate, where a closely held corp can.[/quote]

What about a closely held public corp?
Or a privately held corp where ownership is highly diluted and relatively widely dispersed?

Why does the majority shareholder of a publicly held company lose his rights simply because he chose to raise money from the equity markets?

Perhaps companies that utilize the bond market should lose protection as well, no?

I’m being a gadfly without putting forward any real position of my own…

I hate the idea that the gov’t mandates any part of a health insurance policy, so I find it very frustrating to say, “This type of ownership structure should be allowed to object to a mandate, but this other kind over here - which resembles the first in every way except in legal definition - should not be.”

[quote]Dr. Pangloss wrote:

Or a privately held corp where ownership is highly diluted and relatively widely dispersed?[/quote]

That is why you need the 100% agreement of ownership.

Because the opportunity costs of outside, public capital is a loss of total control.

I don’t think debt issue should be a problem. A mortgage lender can’t dictate how you decorate your home.

[quote]Dr. Pangloss wrote:
I’m being a gadfly without putting forward any real position of my own…

I hate the idea that the gov’t mandates any part of a health insurance policy, so I find it very frustrating to say, “This type of ownership structure should be allowed to object to a mandate, but this other kind over here - which resembles the first in every way except in legal definition - should not be.”

[/quote]

lol, have a similar problem

Why can’t those who own a share of a company decide for themselves how to run a company? If Person Z doesn’t like it, he can buy shares of another company. If limited liability is desired, find a creditor who agrees to that. Anything that needlessly complicates life is not a good thing. If Company KLM that covers its employees’ grandmothers’ pet monkeys, that’s fine. If Company DSA decides not to offer any type of insurance, that’s fine.

[quote]NickViar wrote:
Why can’t those who own a share of a company decide for themselves how to run a company? If Person Z doesn’t like it, he can buy shares of another company. If limited liability is desired, find a creditor who agrees to that. Anything that needlessly complicates life is not a good thing. If Company KLM that covers its employees’ grandmothers’ pet monkeys, that’s fine. If Company DSA decides not to offer any type of insurance, that’s fine. [/quote]

Because health care is becoming a right, and if health care is a right then some minimal level of coverage is therefore a right as well.

What you’re suggesting works if healthcare is a good or a service. It’s no longer treated that way.

[quote]NickViar wrote:
Why can’t those who own a share of a company decide for themselves how to run a company? If Person Z doesn’t like it, he can buy shares of another company. If limited liability is desired, find a creditor who agrees to that. Anything that needlessly complicates life is not a good thing. If Company KLM that covers its employees’ grandmothers’ pet monkeys, that’s fine. If Company DSA decides not to offer any type of insurance, that’s fine. [/quote]

What’s your point Nick? All of the above is possible as far as I know.

[quote]countingbeans wrote:

[quote]Dr. Pangloss wrote:
I’m being a gadfly without putting forward any real position of my own…

I hate the idea that the gov’t mandates any part of a health insurance policy, so I find it very frustrating to say, “This type of ownership structure should be allowed to object to a mandate, but this other kind over here - which resembles the first in every way except in legal definition - should not be.”

[/quote]

lol, have a similar problem
[/quote]

I’d like to be clear I’m not advocating for government interference either as a matter of policy; my comments are limited to the theory of automatically giving artificial entities rights akin to the bill of rights. I think doing so without clearly thinking out the theoretical implications of this is problematic.

[quote]usmccds423 wrote:

[quote]NickViar wrote:
Why can’t those who own a share of a company decide for themselves how to run a company? If Person Z doesn’t like it, he can buy shares of another company. If limited liability is desired, find a creditor who agrees to that. Anything that needlessly complicates life is not a good thing. If Company KLM that covers its employees’ grandmothers’ pet monkeys, that’s fine. If Company DSA decides not to offer any type of insurance, that’s fine. [/quote]

What’s your point Nick? All of the above is possible as far as I know.[/quote]

The government does not need to be involved in any decision made by a business(of any kind). Soon, a business with 50 or more employees will not be allowed to not offer insurance. Limited liability also does not need to concern a government.

[quote]jjackkrash wrote:

I’d like to be clear I’m not advocating for government interference either as a matter of policy; my comments are limited to the theory of automatically giving artificial entities rights akin to the bill of rights. I think doing so without clearly thinking out the theoretical implications of this is problematic.
[/quote]

What was the extent of the Citizen’s United ruling? Was it limited to First Amendment rights, or could it be construed to include other rights? Does a corporation have protections against search and seizures or are those rights only applicable to the individuals that make up the corp?

[quote]NickViar wrote:

[quote]usmccds423 wrote:

[quote]NickViar wrote:
Why can’t those who own a share of a company decide for themselves how to run a company? If Person Z doesn’t like it, he can buy shares of another company. If limited liability is desired, find a creditor who agrees to that. Anything that needlessly complicates life is not a good thing. If Company KLM that covers its employees’ grandmothers’ pet monkeys, that’s fine. If Company DSA decides not to offer any type of insurance, that’s fine. [/quote]

What’s your point Nick? All of the above is possible as far as I know.[/quote]

The government does not need to be involved in any decision made by a business(of any kind). Soon, a business with 50 or more employees will not be allowed to not offer insurance. Limited liability also does not need to concern a government.[/quote]

I would really love to agree, but business decisions have in many cases turned around and completely fucked individuals and society.

[quote]Dr. Pangloss wrote:

[quote]jjackkrash wrote:

I’d like to be clear I’m not advocating for government interference either as a matter of policy; my comments are limited to the theory of automatically giving artificial entities rights akin to the bill of rights. I think doing so without clearly thinking out the theoretical implications of this is problematic.
[/quote]

What was the extent of the Citizen’s United ruling? [/quote]

I’m under the impression the CU ruling deals with donation disclosure and public discourse.

I’m not sure if it really sets a precedence here or not.

[quote] Does a corporation have protections against search and seizures or are those rights only applicable to the individuals that make up the corp?
[/quote]

You have to subpoena business records as an outside individual, and I believe the government has to do the same. (Unless we’re talking non-profit or IRS audit.)

[quote]NickViar wrote:
Limited liability also does not need to concern a government.[/quote]

I disagree with this. Defining corporate laws and rules of limited liability is one legitimate function of government, especially when the rules set up a “default” framework of rules that can be modified by private agreement and also define the expectations of parties who interact with each other involuntarily, i.e., in the tort system. Corporate law and laws limiting liability are largely responsible for the framework for raising the large amounts of capital necessary to drive modern progress in ways that couldn’t exist in a vacuum solely by private agreement. There are certainly ways to set this system up that requires varying degrees of governmental intrusion, but some system/framework is, imo, a requirement for economic progress and development.

My religion is greater than your religion

[quote]usmccds423 wrote:
I would really love to agree, but business decisions have in many cases turned around and completely fucked individuals and society. [/quote]

I’m sure this is true, but can you provide some examples? Has it happened as often as governments have turned around and completely fucked individuals and society?

[quote]Dr. Pangloss wrote:

[quote]jjackkrash wrote:

I’d like to be clear I’m not advocating for government interference either as a matter of policy; my comments are limited to the theory of automatically giving artificial entities rights akin to the bill of rights. I think doing so without clearly thinking out the theoretical implications of this is problematic.
[/quote]

What was the extent of the Citizen’s United ruling? Was it limited to First Amendment rights, or could it be construed to include other rights? Does a corporation have protections against search and seizures or are those rights only applicable to the individuals that make up the corp?
[/quote]

Its reasoning was pretty fucking broad.


The Court has recognized that HN22 [***LEdHR22] LEdHR(22)[22]First Amendment protection extends to corporations. Bellotti, supra, at 778, n. 14, 98 S. Ct. 1407, 55 L. Ed. 2d 707 (citing Linmark Associates, Inc. v. Willingboro, 431 U.S. 85, 97 S. Ct. 1614, 52 L. Ed. 2d 155 (1977); Time, Inc. v. Firestone, 424 U.S. 448, 96 S. Ct. 958, 47 L. Ed. 2d 154 (1976); Doran v. Salem Inn, Inc., 422 U.S. 922, 95 S. Ct. 2561, 45 L. Ed. 2d 648 (1975); Southeastern Promotions, Ltd. v. Conrad, 420 U.S. 546, 95 S. Ct. 1239, 43 L. Ed. 2d 448 (1975); Cox Broadcasting Corp. v. Cohn, 420 U.S. 469, 95 S. Ct. 1029, 43 L. Ed. 2d 328 (1975); Miami Herald Publishing Co. v. Tornillo, 418 U.S. 241, 94 S. Ct. 2831, 41 L. Ed. 2d 730 (1974); New York Times Co. v. United States, 403 U.S. 713, 91 S. Ct. 2140, 29 L. Ed. 2d 822 (1971) (per curiam); Time, Inc. v. Hill, 385 U.S. 374, 87 S. Ct. 534, 17 L. Ed. 2d 456 (1967); New York Times Co. v. Sullivan, 376 U.S. 254, 84 S. Ct. 710, 11 L. Ed. 2d 686; [**900] Kingsley Int’l Pictures Corp. v. Regents of Univ. of N. Y., 360 U.S. 684, 79 S. Ct. 1362, 3 L. Ed. 2d 1512 (1959); Joseph Burstyn, Inc. v. Wilson, 343 U.S. 495, 72 S. Ct. 777, 96 L. Ed. 1098 (1952)); see, e.g., Turner Broadcasting System, Inc. v. FCC, 520 U.S. 180, 117 S. Ct. 1174, 137 L. Ed. 2d 369 (1997); Denver Area Ed. Telecommunications Consortium, Inc. v. FCC, 518 U.S. 727, 116 S. Ct. 2374, 135 L. Ed. 2d 888 (1996); Turner, 512 U.S. 622, 114 S. Ct. 2445, 129 L. Ed. 2d 497; Simon & Schuster, 502 U.S. 105, 112 S. Ct. 501, 116 L. Ed. 2d 476; Sable Communications of Cal., Inc. v. FCC, 492 U.S. 115, 109 S. Ct. 2829, 106 L. Ed. 2d 93 (1989); Florida Star v. B. J. F., 491 U.S. 524, 109 S. Ct. 2603, 105 L. Ed. 2d 443 (1989); Philadelphia Newspapers, Inc. v. Hepps, 475 U.S. 767, 106 S. Ct. 1558, 89 L. Ed. 2d 783 (1986); Landmark Communications, Inc. v. Virginia, 435 U.S. 829, 98 S. Ct. 1535, 56 L. Ed. 2d 1 (1978); Young v. American Mini Theatres, Inc., 427 U.S. 50, 96 S. Ct. 2440, 49 L. Ed. 2d 310 (1976); [***784] Gertz v. Robert Welch, Inc., 418 U.S. 323, 94 S. Ct. 2997, 41 L. Ed. 2d 789 (1974); Greenbelt Cooperative Publishing Assn., Inc. v. Bresler, 398 U.S. 6, 90 S. Ct. 1537, 26 L. Ed. 2d 6 (1970).

This protection has been extended by explicit holdings to the context of political speech. See, e.g., Button, 371 U.S., at 428-429, 83 S. Ct. 328, 9 L. Ed. 2d 405; Grosjean v. American Press Co., 297 U.S. 233, 244, 56 S. Ct. 444, 80 L. Ed. 660 (1936). Under the rationale of these precedents, HN23 [***LEdHR23] LEdHR(23)[23] political speech does not lose First Amendment protection “simply because its source is a corporation.” Bellotti, supra, at 784, 98 S. Ct. 1407, 55 L. Ed. 2d 707; see Pacific Gas & Elec. Co. v. Public Util. Comm’n of Cal., 475 U.S. 1, 8, 106 S. Ct. 903, 89 L. Ed. 2d 1 (1986) (plurality opinion) (“The identity of the speaker is not decisive in determining whether speech is protected. [*343] Corporations and other associations, like individuals, contribute to the ‘discussion, debate, and the dissemination of information and ideas’ that the First Amendment seeks to foster” (quoting Bellotti, 435 U.S., at 783, 98 S. Ct. 1407, 55 L. Ed. 2d 707)).

The Court has thus rejected the argument that political speech of corporations or other associations should be treated differently under the First Amendment simply because such associations are not “natural persons.” Id., at 776, 98 S. Ct. 1407, 55 L. Ed. 2d 707; see id., at 780, n. 16, 98 S. Ct. 1407, 55 L. Ed. 2d 707. Cf. id., at 828, 98 S. Ct. 1407, 55 L. Ed. 2d 707 (Rehnquist, J., dissenting).


I don’t think the cases cited are as clear on this as the opinion suggests. For example, in the Bellotti case cited first, the Court noted:

Certain “purely personal” guarantees, such as the privilege against compulsory self-incrimination, are unavailable to corporations and other organizations because the “historic function” of the particular guarantee has been limited to the protection of individuals. United States v. White, 322 U.S. 694, 698-701 (1944). Whether or not a particular guarantee is “purely personal” or is unavailable to corporations for some other reason depends on the nature, history, and purpose of the particular constitutional provision.


The clear trend in the law is leaning towards broadly giving/expanding bill-of-rights type rights to corporations and treating them like natural people, but I’m just not convinced this is a wise policy or trend or that its necessary to protect liberty in the same way that its necessary to protect individuals. In all honesty, I haven’t thought the issue through as much as I’d like, something about automatically extending “natural rights” or con-law-bill-of-rights type rights to corporations troubles me.

[quote]jjackkrash wrote:
Corporate law and laws limiting liability are largely responsible for the framework for raising the large amounts of capital necessary to drive modern progress in ways that couldn’t exist in a vacuum solely by private agreement. [/quote]

Why not? If something is desired, why can’t it exist by private agreement?

[quote]NickViar wrote:

[quote]jjackkrash wrote:
Corporate law and laws limiting liability are largely responsible for the framework for raising the large amounts of capital necessary to drive modern progress in ways that couldn’t exist in a vacuum solely by private agreement. [/quote]

Why not? If something is desired, why can’t it exist by private agreement? [/quote]

For example, when you hit me with a car, there needs to be rules set up in advance to determine liability for the collision, even of we have never met or couldn’t come to an agreement on the rules in advance, as well as an enforcement mechanism.

[quote]jjackkrash wrote:

The clear trend in the law is leaning towards broadly giving/expanding bill-of-rights type rights to corporations and treating them like natural people, [/quote]

There will be a cutoff point somewhere though. It isn’t like they will be extended voting rights.

And freedom to take part in the political conversation is markedly different from freedom to make discriminatory policy based on religious grounds. The corporation itself can’t worship, it can produce “speech” in the form of video, audio or production.

The corp can produce religious speech, but it can’t worship…

Maybe that is the line in the sand then, and hobby lobby can’t opt out, because it can’t worship…