Corporation Reform and Reboot, v.2.0; Or, It's Only Capitalism, Until It's Not, And It's Not.
Gregg Zegarelli Esq.
Managing Shareholder at Technology & Entrepreneurial Ventures Law Group, PC
In a diverse, free and free-thinking society, as is the United States of America, "The law serves man, man does not serve the law." Man is master of law, the law is not master of man. [1]
The purpose of law is to serve the common weal. It must be so at the start, and it must remain so or it adduces the end. A law cannot and must not be allowed to survive on any other basis, but only to serve the common good. The common good, not the selfish good.
By failure of proper education and training [2, 3, 4], there is a common myopic philosophical flaw in socio-eco-politico legal thinking; to wit: that capitalism is a selfish economic paradigm. It is not. The primary objective [5, 6] of capitalism is the common good by way of individual incentive, actualization and reward. [7] Self-interest is the means to the end. The primary objective of capitalism is lost in the rhetorical noise of brilliant educated wealth, who confuse the primary objective of the common good with gluttonous self-interest, selling vapid hope to the tired and poor statistically hard-working unlucky common man. [8, 8.1, *1]
Without virtue in the People, a diverse, free and free-thinking democratic society cannot sustain. Vice does not sustain a country for the same reason that a conspiracy of criminals fails to achieve perfection of bonding. Vice lacks social adherent. Virtue is the bonding agent. What destroys a man, destroys a country. It just takes more time.
"The pursuit of happiness," you say? Happiness is not unlimited. Happiness is not unchecked and unbalanced. Happiness is not irrational. Happiness is wrapped in the rational bounds of wisdom, a cardinal virtue, as it must needs be for the guiding star of the common weal and social sustenance. [*8.1, 8.2]
"It is not the man who has too little, but the man who craves more, that is poor. What does it matter how much a man has laid up in his safe, or in his warehouse, how large are his flocks and how fat his dividends, if he covets his neighbor's property, and reckons, not his past gains, but his hopes of gains to come? Do you ask what is the proper limit to wealth? It is, first, to have what is necessary, and, second, to have what is enough." ~Seneca the Younger
"Enough is an abundance to the wise."?~Euripides
"I tell?you: not even Solomon, in all his splendor, was clothed?so well as one?little?flower." ~Jesus [9]
Some men must retire not only with the wealth of a king, but also for that wealth to be gifted to his children without their own economic incentive. This is a systemic legal right only such as the law grants, the law serving the common weal. The law bargains for incentive, incentive, incentive. [10.1, 10.2] But, it might be said that if happiness cannot be not found rationally with less wealth than as a king and his heirs, then the problem is not with the capitalist system, properly meted, but with the man himself.
Even in a capitalist society, it is society that judges where happiness should rationally begin and end for the "ordinary prudent person" as the law calls it. All law being rational and grounded in reason, not the frivolity of subjective emotion.
The educated wealthy are clever and they control the media narrative. [11] Happiness is not unfettered. Economic incentive has a diminishing return. If not a diminishing incentive for the man, then a diminishing incentive for the country. Will a man stop working by diminishing incentive after achieving $20M. Woe to him. So be it, and give someone else a chance. Small business is the chain-mail of the United States economy, not behemoth one trick dogs that make the working man a slave to an employment contract.
"A dog on a leash does not make it a cat." That is, it does not follow that, to constrain the man in a capitalist society, is to create socialism, but rather only rationally to govern the balance of the diminishing economic incentive the is intended to serve the common weal. [*8, *10]
When a fair reflection of our children demonstrates a necessary correction, it is a tough love that requires attention and action. But, the sooner the bend, the greater the yield. No less than for children, the evolution of a free country naturally occurs by systemic incremental steps that are difficult to observe discretely. But, to be the patriot, we must be the parent.
It is proper to take alarm at the first experiment on our liberties. We hold this prudent jealousy to be the first duty of citizens and one of the noblest characteristics of the late Revolution. ... The freemen of America did not wait till usurped power had strengthened itself by exercise and entangled the question in precedents. ... We revere this lesson too much ... to forget it.
The legal animal known as the "corporation" (and its progeny of contrived fictional legal animals, such as limited partnerships, limited liability companies), requires reform for the reasons below. Formatives of the term "corporation" include the legal animal progeny; to wit:
1. Only Attorneys Should Form Corporations. Only licensed attorneys should be permitted to form corporations. [12] At this state of social evolution, every man is now made a legal scientist, or a doctor to create that animal corporate body, allowing the entity to be created easily. But, to do so for another, particularly for a professional service fee, is to accept responsibility at the level of an attorney, not for checking the box that is checked, but rather for all the decisions not to check the boxes that were not checked. To form a corporation presupposes the necessary education to elect from the field that is granted only to attorneys properly to see. The corporate statute grants very powerful rights that must be wielded and controlled no less than for a scalpel to a body. Cave men did brain surgery, too, only because they could. Every accountant and online service should be criminally prosecuted for forming corporations and practicing law without a license, and no insurance carrier should cover the risk, as the suggestion is that the act is illegal. Any attorney finding an accountant or other non-attorney who has formed a corporation has a direct liability target for blame for any dispute or issue that later has occurred. [*12]
2. The Attorney's Pet Monster. There are some doctors who injure people for money. And there are some doctors who will prescribe Ozempic, or other drugs, to lose weight without proper consultation on holistic diet and exercise. Drug companies fund much of the medical industry. It is not suggested as wrong, per se, but only that educational indoctrination influences the thinking. Yes, the corporation can and does serve a social purpose, to a point, but attorneys (of which I am a privileged member) are indoctrinated that the corporation is a panaceac cure-all, overcoming, by dysfunctional hypocrisy, exactly those social attributes that society otherwise requires. [*8] The law creates a policy and then endorses the method for attorneys to avoid the very policy that it just created, shooting itself in the foot. What is ubiquitous tends to be overlooked. By exception only, the corporation is important, but, by new pervasive general rule, the corporation is socially hypocritical and dysfunctional.
3. Only the Downside and Not the Upside is Socialized. The corporation first served the interest of society by the exception of grant only for certain ventures that were deemed to be worthy. By exception, society accepted to bear the risk of the particular venture. Society was a participant in the common weal of a corporation, because society judged the venture worthy of the socialized risk and cost placed upon it. Otherwise, by general rule, social responsibility continued; that is, the ship might have had limited liability but not the seamstress. Consider it carefully: effectively anyone can now form a corporation, often secretly, imposing upon society to bear the risk—the individual enjoys the upside benefit, society bears the downside risk and burden. [12.1, 12.2] The exception has swallowed the general rule. What was once the exceptional bellwether of capitalism has now become a rule of socialism, particularly in light of the second socialized net of responsibility-absolving, debtor-prison displacing, executives keeping money and attorneys making money, bankruptcy laws that double socialize the downside risk and cost onto the backs of society. Alas, civility is undone by civility. Moreover, desperate for economic self-survival, states expressly market secrecy to avoid the very laws otherwise applicable, in dysfunction. "Come to our state and we'll let you operate in secret so it's easier to avoid social accountability and social responsibility."
4. There Should be "One Entity" to Rule Them All. By competition among the states, there are now so many types of entities and so many elections for taxes that the entire structure should be caved in upon itself and reconciled. Only poor and ignorant people operate businesses without choosing limited liability and the most favorable tax structure. In combination with the pervasive social applicability of the contrived man-made fictitious entity paradigm, society might simply reconcile the dysfunction and hypocrisy with one checkbox; to wit: "I choose limited liability for my venture, and I want to pay the least tax." But, wait. If that is all there is, then why should any person need to pay the attorney to do it? Since the contrived form is socially pervasive, just make it the default law for everyone, with equal justice for all. Just make everyone not liable for everything, except for crimes, and to pay the minimum taxes. The default would be no liability and the least taxation, except for the poor ignorant fool who might elect to be personally liable and to pay higher taxes.
5. The Corporation is Not a Human Being. There is a point when education caves in on itself, like with religion. It's not that complicated in essence. By increments, the corporation has evolved into an unholy entity, treated as if a human being. But the corporation is not a human being, it is just a piece of paper. The legal travesty suggests the corporation can even intrude into the Unites States election system, influencing elections indirectly, with human beings wondering why the system is a mess and not representative of the common man. [*11]
"The law serves man, man does not serve the law." Man is master of law, the law is not master of man. [*1] "Confusion hath made his masterpiece," said Shakespeare, and likewise the results of Citizens United, the 5-4 Supreme Court decision treating corporations like human beings, being a foolish wonkish tail-wagging-the-dog view of the corporation and the American economic eco-system. [13] Creature corporations now make the master into their slave. So said dissenting Justice John Paul Stevens, arguing that the court's ruling represented "a rejection of the common sense of the American people, who have recognized a need to prevent corporations from undermining self government." [14]
"Google argues that it is okay to enter Petitioners’ private property, to pass by clearly marked 'Private Road No Trespassing' signage, to surveil and to collect data.?Google, the first of its kind, claims an easement on the World’s property from 'license' by 'general custom.'?Even the common sense of seeing a swimming pool, where children customarily swim, is not enough to stop Google’s continued spying, recording and publication.?Google is a corporation—indeed, Google is a technology.?It does not eat, it does not sleep, and it does not feel pain. [But this] is a nation of People." [15]
[2] The History of the Decline and Fall of the American Hegemony—Chapter 4 Excerpt—Education [#GRZ_182]
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[8] The History of the Decline and Fall of the American Hegemony—Chapter 6 Excerpt—Responsibility [#GRZ_180]
[9] ONE?: The LinkedIn Reference Set [#GRZ_183] 9.1 ONE: 600 [T6:29] ("Substance") 600 ("I tell?you: not even Solomon, in all his splendor, was clothed?so well as one?little?flower.")
[11] The History of the Decline and Fall of the American Hegemony—Chapter 7 Excerpt—Wall Street [#GRZ_181]
Also consider:
"Homo est dominus legis, lex non est domini hominis." ("Man is master of law, the law is not master of man."); "Lex homini servit, homo legi non servit." ("The law serves man, man does not serve the law."); "Quo celerius inflectere maius cedat." ("The sooner the bend, the greater the yield."); "Canis in lorum felem non facit." ("A dog on a leash does not make it a cat."); "Aliquid ubiquitous tendit praetermittendum." ("What is ubiquitous tends to be overlooked."); "Civilitas per modum civilitatis destruitur." ("Civility is undone by civility.")
* Gregg Zegarelli, Esq., earned both his Bachelor of Arts Degree and his Juris Doctorate from Duquesne University, Pittsburgh, Pennsylvania. His dual major areas of study were History from the College of Liberal Arts and Accounting from the Business School (qualified to sit for the CPA examination), with dual minors in Philosophy and Political Science. He has enjoyed Adjunct Professorships in the Duquesne University Graduate Leadership Master Degree Program (The Leader as Entrepreneur; Developing Leadership Character Through Adversity) and the University of Pittsburgh Law School (The Anatomy of a Deal). He is admitted to various courts throughout the United States of America.
Gregg Zegarelli, Esq.,?is Managing Shareholder of Technology & Entrepreneurial Ventures Law Group, PC.?Gregg is nationally rated as "superb" and has more than 35 years of experience working with entrepreneurs and companies of all sizes, including startups,?INC. 500, and publicly traded companies.?He is author of One: The Unified Gospel of Jesus, and The Business of Aesop? article series, and co-author with his father, Arnold Zegarelli, of The Essential Aesop: For Business, Managers, Writers and Professional Speakers. Gregg is a frequent lecturer, speaker and faculty for a variety of educational and other institutions.
? 2024 Gregg Zegarelli, Esq. Gregg can be contacted through LinkedIn.
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Managing Shareholder at Technology & Entrepreneurial Ventures Law Group, PC
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