American Canto LVI
Michael Ceraolo
Much in the way
the Great Emancipator
freed the slaves
(reluctantly)
so should one take
his take on corporations
in a similar vein;
after all,
he appointed Tom Scott
to his cabinet
as Assistant Secretary of War,
and
even contrived to keep him
out of reach of a subpoena
from the Pennsylvania Legislature
that was investigating Scott’s shenanigans
in previous session
(involving a repeal of a tax
that Scott’s cronies wrote
as a contract between his railroad and the state)
And
Scott,
more than anyone else,
was the father of the modern corporation
through his invention of the holding company
as an end-run around the prohibition
against a corporation holding stock
in another corporation
And
then there came a race by the states
to enact general incorporation laws,
rather than incorporation for a specific purpose,
a vast abdication of authority
that ensured a race to the bottom,
a race won by Delaware
with its general incorporation law
of 1899:
“the certificate of incorporation
may also contain any provision
which the incorporators may choose to insert . . .
creating,
defining,
imiting and regulating
the powers of the corporation,
the directors and the stockholders;
provided
such provisions are not contrary to the laws of this state”
And
there was the continued connivance
of assorted sordid politicians:
“No harm shall come
to any business interest
as the result of administrative policy
so long as I am President”
(spoken by Cleveland,
unspoken by all the others)
“It matters not one iota what political party”
“a joint-stock company in which those
who contribute the most direct the action”
“or what president holds reins of office”
And
couple that with the capitulation of the courts,
starting with Santa Clara
and continuing with countless other cases
that concocted the preposterous proposition
that a corporation is a person,
which
gives way to the following-
Declaration of Incorporation.
We hold these truths to be self-evident:
That all Corporations are created equal
And endowed by their charter with certain inalienable rights;
That among these are Life, Liberty,
And the Pursuit of Profitability.
And when in the course of corporate events
It becomes necessary to alter or abolish
The individuals deemed responsible
For violating these inalienable rights,
It is the right, nay duty, of the Corporation to do so.
Following the example of John Hancock,
I sign my name in large letters
and loudly shout
NO
