[ Pobierz całość w formacie PDF ]
Ibid. 42. See supra, note 8, for description of the act.
Back Matter Page 6
for what became TRIPs." (The quotes from Enyard and Pratt are cited in
Bel Balany Ann Doherty, Olivier Hoedeman, Adam Ma'anit, and Erik
Wesselius, Europe Inc.: Regional and Global Restructuring and the Rise
of Corporate Power (London: Pluto Press, 2000), 136. 50. Interviews with
William Niskanen, Ira Jackson, and Sam Gibara. As Jonathan Chait
recently observed about the Bush administration in The New Republic,
"Government and business have melded into one big 'us' " (as cited by
Paul Krugman, "Channels of Influence," The New York Times, March 25,
2003). Robert Monks says, "Particularly since the Berlin Wall came down
in 1989, it probably is clear that the heads of large corporations have
more impact on your life and the lives of citizens around the world than
the head of any country." 51. Interviews with Chris Komisarjevsky and
Clay Timon. For an excellent critical discussion of branding and its
implications for society, see Naomi Klein, No Logo: Taking Aim at the
Brand Bullies (Toronto: Knopf Canada, 2000). More generally, the notion
that corporations are persons-individuals-
Back Matter Page 7
176 NOTES has served throughout history to obscure, in both law and
public opinion, the fact that corporations exercise the collective
economic power of vast numbers of shareholders and thus are profoundly
more powerful than the rest of us. 52. Interviews with Clay Timon and
Samir Gibara. Chapter 2: Business as Usual 1. Interview with Tom Kline.
The documentary crew was from Mark Achbar's Big Picture Media company
and was making the film version of this book. See supra, Introduction,
note 2. 2. Interview with Sonia Gerrardo. 3. Interviews with Hank
McKinnell and Tom Kline. 4. Interview with Hank McKinnell ("planet");
www.pfizer.com ("generous " and "innovative"). 5. Quoted in Princeton
University Development Offices, "Princeton Receives Grants to Address
Greenhouse Problem," available at www.princeton
.edu/cfr/FALLOO/BPAmoco.html. 6. Interview with Ira Jackson. 7. Ibid. 8.
Interview with Milton Friedman. 9. Interview with William Niskanen. 10.
Interviews with Peter Drucker, Debora Spar, and Noam Chomsky. 11. Carol
Gelderman, Henry Ford: The Wayward Capitalist (New York: Dial Press,
1981), 83. Gelderman says that E. G. Pipp, editor in chief of The
Detroit News, quoted Ford as saying this in his testimony at the trial
in Dodge v. Ford; as cited in D. Gordon Smith, "The Shareholder Primacy
Norm," The Journal of Corporation Law 23 (1998): 277. 12. Gelderman,
Henry Ford, 84, as cited in Smith, "The Shareholder Primacy Norm," 277
("bonanza" and "incidentally"). Dodge v. Ford Motor Co., 684
("organized" and "benefiting"). 13. In an interview, corporate law
scholar Dr. Janis Sana accurately described the relationship between the
best-interests principle and corporate social responsibility as follows:
"In North America, the best interests of the corporation have been
defined as best interests of the shareholders. Courts usually only
consider shareholder wealth maximization as the benchmark of whether the
directors and officers are acting in the best interests of the
corporation. Directors and officers are therefore restricted by what has
been a very powerful
Back Matter Page 8
NID S 1117 set of court decisions. As long as the
best-interest-of-the-corporation principle is taken to mean shareholder
wealth maximization, any real initiatives to shift the considerations
and decision making to environmental concerns or other kinds of social
equity concerns are going to be very, very limited. The way in which
corporate law is currently constructed requires directors and officers
to justify any socially responsible actions under the guise of, or the
aim of, either short- term or long-term shareholder wealth maximization.
Similarly, shareholders are frequently prohibited from expressing
preferences for corporate social responsibility , human rights
protection, or environmental sustainability, unless they can justify it
under shareholder wealth maximization. Even where shareholders have the
information and resources to bring forward such proposals or proxy
resolutions and frame them in the language of maximizing wealth, the
directors and officers are not obligated to act on their wishes.
Corporations do give donations and other kinds of support for causes
that do not appear to be directly related to the activities of the
corporation, because philanthropy legislation in the United States has
carved out this limited role for corporation. The corporation can be
considered a form of institutionalized self-interest in the sense that
the best-interest principle, as it is being interpreted by the courts
and by corporate decision makers, is clearly one in which wealth of
shareholders is paramount , ignoring all other constituencies." 14.
Robert Hinkley, "How Corporate Law Inhibits Social Responsibility,"
Business Ethics: Corporate Social Responsibility Report,
January-February 2002, available at
www.commondreams.org/views02/0119-04.htm. 15. Hutton v. West Cork
Railway Company, 23 Chancery Division 654 (1883) (C.A.), 672
("instance"), 673 ("Draconian" and "cakes"). 16. American Bar
Association, Committee on Corporate Laws, "Other Constituencies
[ Pobierz całość w formacie PDF ]
