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A Corporation Walks Into A Bar…

In the wake of Hobby Lobby and Citizens United, are all corporations now persons?

July 7, 2014

It was a stormy night in Brooklyn when he walked into my local bar. The day had been stifling, and then the rain swept in. The lightning outside crackled.

Tom looked around nervously for a friendly face. He sat down next to me. He was a man in distress. Conflicted: happy but afraid. He knew his life had reached a critical pass. He needed to talk. He needed my help.

Tom isn’t his real name. I need to protect him. You see he’s a corporation. 

Last week had started off with so much promise. Tom was so happy about the Supreme Court’s ruling in Burwell v. Hobby Lobby.

After smiling at the memory of last Monday’s decision, he began nervously taking long sips of an artisanal Brooklyn beer. Tom’s not used to talking about his emotions. But after Hobby Lobby, he felt a rush of feelings and hopes and dreams. He just needed someone to listen. And there I was.

The lights in the bar flickered as the storm intensified. Tom started telling me his story. He had been trying to talk to the CEO for a long time about what he felt, but the CEO wouldn’t pay attention. At first, Tom said that the CEO just waved his hand around his ear like he was trying to brush away a gnat. To be fair, Tom is a bit of a low talker. Still I had to admit that was pretty rude of the CEO.

Eventually, around 2010, the CEO started to listen. It was after Citizens United.

“You know I really never thought about your opinions much before,” Tom said the CEO told him. “You were just here to insulate me from personal liability and for the tax benefits. Your perpetual existence helps with investors. Plus deducting business expenses. That’s really nice. Did you know I used the corporate card yesterday to expense a really nice meal at Per Se? Have you had their Oysters and Pearls? Seriously who would have ever thought about combining tapioca and caviar? It’s so delicious. I was there with our new sales consultant, and she….”

Tom said he stopped listening then because, duh, he can’t eat, and he thought the CEO was just being mean to him again.

This week, Sam Alito gave him courage. He rushed into the CEO’s office with a copy of the Hobby Lobby decision. Tom’s eyes were gleaming with excitement as he told me about the moment he started quoting Sam to the CEO. The CEO stopped tapping on his iPad and looked straight at him.

“Look,” the CEO barked at Tom, “That company is owned by a few people. We’re publicly traded.”

Tom thought the CEO was just trying to put him off. “Sherman is a great guy,” Tom pleaded. He calls Hobby Lobby Sherman. “Even that mean lady”— he meant Ruth Bader Ginsburg—“gets that I’m the same as Sherman .”

He leaned back in his chair and put his arms behind his head. “Why are you rattling on so much about Hillary Clinton and birth control?” the CEO asked him. “I mean I still get to vote. We gave Mitt a large contribution. Nice guy. Great golfer. Plus it’s not like I’m paying for my PA Meredith’s IUD out of my own pocket. And, Tom, come on. When we pay for Meredith’s health insurance, it’s a deductible business expense, just like that great dinner I had Monday at Le Bernardin.”

Tom looked at me with his big brown puppy dog eyes and sighed. “That’s my name on the corporate checks. Not his.” he said angrily. “And I don’t want to have anything to do with Meredith’s lady parts.”

But the CEO laid down the law. (Well not exactly “the law,” more like CEO law, which you really better not mess with—at least as long as the Board likes him). “We’re a bank for God’s sake. I’m getting tax and liability benefits for the Benjamins. That’s why they let me incorporate. Meredith’s bits don’t have anything to do with it.”

Tom was grasping his beer bottle tightly. I was worried it might break in his hand and wasn’t quite sure how I would give him first aid if he cut himself. He practically spat out his words: “He treats me like a dumb blonde. But does he know my ROE? Not to brag, but it’s well north of 25%. My gross margins are the best in the sector. Revenues and EPS are up for five years and counting.”

Now Tom had my attention. All his chatter about lady parts had sort of turned me off before. But I like it when my corporations talk sexy, like he was talking now. I like it when my corporations stick to the legal framework and advantages provided by my tax dollars to organize individuals, capital, and physical resources to bring me the goods and services I want and need in the most efficient manner possible and aren’t subverted to subsidize a CEO’s personal interests.

Tom was getting there. Plus I thought maybe he could teach me how to incorporate myself and then maybe the Supreme Court would take my feelings about reproductive rights seriously.

I turned away to order him another beer. But when I looked back all I saw was a pile of financial statements in a puddle of pale ale.


The views expressed are the author’s own and not necessarily those of the Brennan Center for Justice.

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(Photo: AP)