Yes we should reform corporate law. We should have a Supreme Court ruling on a law that explicitly states that corporations are not "persons".

Corporate persons have their own legal personalities and can enter into contracts and appear before the courts. Those alone makes them legal persons. It is not just private companies that are corporate persons -- The People of the United States is a corporate person, with its own legal personality distinct from, for example, The People of the State of New York, or the Solicitor-General of the United States. Each of these enjoys a right to appear before a court to put its case in an action concerning it. Why not private companies?

Private companies *do* appear in courts to deal with contract disputes, torts, and so forth. They appear as themselves rather than as a particularized collection of individual directors (who are natural persons) or shareholders (who may not be natural persons).

Should private companies not appear before courts in this manner? What about other corporate persons?

And corporations do not have rights, like free speech.

Natural persons have rights that corporate persons do not. No corporate person may serve on a jury, for instance, or be elected to Congress.

When you say "like free speech" do you mean literally that the free speech clause should be read as implicitly allowing Congress to make any law regulating any communication by any private company? Where is the limit? Can Congress forbid a private company from petitioning the courts? By the incorporation clause, can a state forbid a company from petitioning all three branches of the federal government?

Do you mean instead that there appears to be an imbalance between the rights to free speech enjoyed by natural persons and those enjoyed by private companies that should be addressed, and that the best venue for addressing this imbalance is in the courts?

Wouldn't Congress be a more suitable venue for proposing and debating the reasonableness and justifiability of limits on corporate communications, at least in theory? (I would hope that they would agree that the vehicle for enacting some limits on such speech would be a constitutional amendment, or at least primary legislation unencumbered with irrelevant riders, but I would not bet on it, since procedural discipline and legislative clarity do not seem to be priorities in the legislative process in either house of Congress or in the use of the Presidential veto).

I think it's unlikely that any court would agree that a private company could face dissolution by an executive branch without being able to challenge that dissolution in a court of law. Do you think denying a company its day in court is just?

Private companies already appear before courts in matters of contract dispute, tort, taxation, and so forth, as both plaintiff and defendant. A company puts its case before the court just like any other party, or indeed The People (for instance).

Companies do not have the same rights (or duties) as natural persons. They cannot sit on juries, for instance.

However, they appear to have the right to due process, which conflicts with:

The idea that a fictional entity the government creates has 'rights' the government can't infringe is sheer nonsense.

... assuming you mean the executive and legislative branches of government. Obviously their rights can be "infringed" by the courts, since that is what courts are given the authority to do, when to do so is just, reasonable, proportionate and lawful, and only when a uniform and fair process has been followed.

This is not to say that the courts will (or should) always side with a private company when one of the other branches of government seeks to interfere with their activities, nor that the balance between the rights of the relevant corporate persons (The People of the United States is also a corporate person, for example) are in a static or even desirable balance presently.

Of course, governments don't have to approve business licenses in the first place. So could just decide not to allow any business with political goals they don't like

Do you think that's just? Would it be OK for the agency that grants incorporation in a state to deny incorporation to a group of businesspeople because one of the proposed directors is black, or is a registered Democrat?

If it's better to be "blind" to such matters at the time of granting of limited liability status or other benefits of incorporation, why abandon that "blindness" afterwards?

Why should owners of the corporation be not liable?

They may be. "Corporations" usually mean "Limited Liability Companies" where generally the maximum liability any shareholder faces is the value of his or her share(s). Other forms of incorporation have different (or even *no*) limit on liability on the shareholders, proprietors, or whatever they may be called.

There are corporate entities wherein the shareholders really do face *no* liability - they are almost all charities.

The grant of incorporation by the relevant head of power (a state, the United States) will almost always impose conditions on the corporate entity, and will generally allow -- even encourage -- the registration of rules under which the corporation will act but cannot change without the consent of the relevant head of power. These rules are variously called a corporate charter, a corporate constitution, and a number of other expressions.

If you really want corporate behavior to change, you've got to re-link the investors (owners) with the actions (and consequences of those actions) done by the corporation

Some jurisdictions have imposed a "no politics" rule on limited liability companies; this can be done by statute or by regulation. Other jurisdictions hand out limited liability much more sparingly than, for example, Delaware. That, and the commerce and full faith and credit clauses, is a big reason most large U.S. companies incorporate there.

It's unlikely that the courts would read in a "no politics" rule, even if one of the parties made a persuasive case that (a) they could and (b) they should. Courts are also unlikely to revoke corporate charters (or grants of limited liability) in the absence of primary legislation from the relevant head of power making it clear that the courts may do so.

Additionally, there is an agency problem involved in "tying" owners to corporate action more deeply than the value of the share. In large publicly traded LLCs there will almost certainly be a large number of shares held indirectly via a mutual fund or some sort of trust. Moreover, "publicly traded" implies that shares do actually change hands with some frequency. At the time of some hypothetical final judgement against such a corporation, which natural persons should be "tied" to the judgement? What should the liability be of someone invested in a large market-tracking fund that happened to (maybe even indirectly) control some shares for a while during the period covered by a finding of civil liability or criminality?

"Fractionating" the liability is certainly possible in the broadest sense, and the cost of this could be borne by the parties ultimately "tied" to the judgement. As these costs might far exceed the money in a final judgement, many investors would think very hard about ever investing into *any* limited liability corporation, just as they now avoid structures in which there is unlimited joint and several liability for each investor.

Indeed, limits to liability were founded precisely to encourage investment, and it very clearly worked.

Undoing that might not necessarily be a bad move overall, but it would be a hugely important one with many unpredictable consequences.

Bear in mind that for codecisions (binding directives that give one standing before national courts and/or the European Court of Justice where there are questions of the supremacy or legality of the EU legislation) the Lisbon treaty still requires that all member-states' governments-of-the day (via unanimity in the European Council) agree to be bound by the codecision. Once there is a qualified majority among the member-states, the European Parliament is asked to concur. If and only if the qualified majority is also unanimity (of the member-states voting), is there a directive that, if not complied with, exposes the member-state to legal liability if national legislation, policy, or practice unreasonably conflicts.

(There are also non-codecision (or now "non-ordinary") legislative procedures which may apply, but which also involve at least a qualified majority in the Council and which allows for derogations by member-states who are not part of that qualified majority; finally there are some areas which still require unanimity among the governments of the day of the member-states in the Council).

Note that Lisbon somewhat protects the principle that one member-state's parliament may not unreasonably bind its successor. The Westminster system (most notably in Canada -- note the clever tying in of the topic! -- where it is codified in Section 56 of Part IV of the Consolidated Constitution Acts 1867-1982) generally allows the head of state, on the advice of the head of government, to refuse to implement an Act of Parliament passed in the previous six months. In practice, this would be used by a new Prime Minister having faced a fresh general election to eliminate Acts of Parliament passed under the previous government (i.e., the old Prime Minister). Of course, the new Prime Minister could face troubles within the newly elected Parliament, so a more regular approach would be to try to pass a new Act of Parliament repealing the previously-passed one. This is called "limited binding" in Constitutional law, and it is generally accepted to apply to every member-state in the European Union (by way of work done in the Council of Europe, a different organization which all EU member-states must participate in).

"Limited binding" clearly applies in the acquis communitaire so if an outgoing government of the day participated in a Council co-decision in its waning days, and it were subsequently defeated in an election, the new government of the day could revoke its assent, effectively killing the co-decision.

Moreover, democratic practice generally requires that if a populace really resents a directive, the directive is wrong; following the principle of subsidiarity, if there is real democratic opposition in a member-state to a given directive, the Commission should be expected to be very careful (i.e., avoid!) a strong prosecution. Likewise, so should the courts in the member-state in question.

A constitutional conflict between a member-state and the European Union would probably be resolved politically, and probably by the EU revisiting the issue (or the member-state performing a democratic consultation of its voters or at least its national parliament). However, national courts have also been asked to intervene, and thus far, have always declared the matter to be non-justiciable on separation of powers grounds, or have referred the matter to the ECJ. It is plausible a national court might decide on its own to declare an action of the EU to be incompatible with the national constitution, and not give leave to appeal to the ECJ (it is even possible that the ECJ could decide that the member-state should not have given consent in Council on those grounds, or that the member should not be bound by the other member-states unreasonably). It's more likely that the ECJ would consider the matter non-justiciable but offer a range of possible political solutions in its decision.

A serious conflict between a new government (or the population in general) and the actions of its predecessor at the EU level is potentially complicated and as yet untested however it would probably not provoke an outright constitutional crisis for the EU or for the member-state in quesiton, unless the conflict were at the scale of "we now wish to exit the European Union altogether". (This is certainly conceivable.)

The much bigger democratic problem is that the governments of the day of the member-states are often very weakly supervised by their own national parliaments, who seem to be little interested in what they're agreeing to in the European Council. Fortunately, some of those member-states' MEPs are from parties opposed to the national government (ditto some of the Commissioners) so a voice other than that of the government of the day is heard in these cases during the codecision process. However, some of these member-states' MEPs are disinterested or uninterested in examining the actions of their government in the Council, or are broadly supportive of the government in spite of opposition back at home.

Finally, the biggest democratic problem is that voters do not seem interested in the EU legislative process -- they don't really direct their national governments or parliamentary representaives much on the issue, they don't demand clear reporting (via voting with their wallets) from their national newsmedia, and so forth.

It's hard to be very democratic when you can't engage individual voters such that they exercise some degree of informed consent!

A few corrigenda and then some tl;dr information for you.

The short version is that several nasty civil wars were fought to make sure that this sentence of yours is legally and politically false:

if a party can manage to push a bad law through Parliament (especially in a majority Gov't situation), and through the Senate (a longer-term and more "sober" house, but political nonetheless), it can be stopped by the head of state

The Parliament of Canada consists of the House of Commons, the Senate and the Queen of Canada. (This is not what you say in your sentence above; you meant "the House of Commons" rather than "Parliament" presumably).

The consolidated Constitution Acts (1867-1982) says:

IV. 17. There shall be One Parliament for Canada, consisting of the Queen, an Upper House styled the Senate, and the House of Commons.

Also:

Yes, it is true that the GG can stomp on a bill, but if it's passed both the House and the Senate and hasn't raised any serious questions, then it's mostly a formality. Likewise, she can't "abolish" a law without the approval of the other parts of government either

is only true with respect to "without the approval of the other parts of [Parliament]", and then only if you read "The Queen" as "the Prime Minister", effectively.

The Queen (as an institution, rather than as a person) has a vital Constitutional role that is quite active. IV. 54. requires that the Queen make a recommendation before any spending bill may lawfully be passed by Parliament; 55. and 57. require that the Queen give Assent to any bill before it is enacted.

Both Houses of Parliament have their own rules that further restrict their activities with respect to IV. 54. (and the Senate is further constrained by 53. which requires that all money-raising bills originate in the House of Commons). Finally, 56. allows the Queen to disallow any Act within one year of its passage. In general, very little legislation may lawfully be passed without both the Queen's *prior and subsequent* consent.

In practice the Queen of Canada is read as the government of the day, since she may not exercise her powers directly or through the Governor-General without the advice of the Prime Minister (which is often delegated to other ministers and officials).

The Recommendation requirement and the statutory and house rules allow even a minority government to control all budget legislation. A House of Commons and Senate dominated by opponents cannot increase taxes *or* spending without the approval of the government (i.e. the Prime Minister of the day); if they want to do that, they must force the government to resign. (As examples, they can do this either by refusing to pass any legislation at all, or by starving the government of Supply, or the House of Commons can indicate that it has no confidence in the government's ability to govern).

Non-budget legislation can be passed by both Houses of Parliament in spite of the government's wishes, in which case the government likely would refuse to give the bill Royal Assent, killing it dead.

A government that controls Parliament and in its last few months starts passing Acts that the immediate successor government strongly disagrees with could see the use of the Disallowance power used against those Acts by the incoming government.

The power of the Queen of Canada to act contrary to the advice of the Prime Minister was fully extinguished in the wake of the King-Byng affair (1925), the Balfour Declaration (1926), the Statute of Westminster (1931) and finally by section 12 of the consolidated Constitution Act which ultimately finalized Parliament's abolition of the Queen of Canada's ability to exercise any personally held (or delegated) constitutional powers without the advice of the Prime Minister (or the Cabinet Committee and Emergency Committes of the Privy Council of Canada where the Prime Minister is incapacitated).

Moreover, no British (or Canadian) monarch has exercised the powers above without the explicit advice of the (equivalent of) the Prime Minister since Queen Anne. Several substantial civil wars, and several smaller ones, in England in the 1600s finally eliminated the monarch's right to use his or her constitutional powers against a government.

In Canada the King-Byng Affair was the Viscount Byng of Vimy, the then Governor-General of Canada, acting on orders from the government of the United Kingdom against the government of Canada. That was won by Canada, and rapidly led to the dismemberment of the British Empire.

The only other unilateral action by a Governor-General of Canada was when Sir Charles Tupper refused to resign his government in the aftermath of an election that Tupper conclusively lost. Although the then Governor-General (who acted on orders from the government of the UK in London) was able to force Tupper to resign, it led to a further clarification of the undisputed right of a Prime Minister (of Canada, or of the UK) to confront and seek the confidence of (their respective) two sequential Houses of Commons. If he or she loses the confidence of the current House of Commons, he or she may direct the monarch to dissolve Parliament and issue writs for a general election. If the newly elected House of Commons does not indicate its confidence in the Prime Minister, then the Prime Minister must resign.

This rule is an acceleration of the approach which the Marquess of Aberdeen (the G-G who dismissed Tupper) *should* have followed, namely that the House of Commons should have refused to pass Supply bills and other legislation until Tupper resigned *of his own accord*, which is in line with the pre-Confederation parts of the Canadian Constitution, notably Magna Carta, the Bill of Rights (1689) and the Act of Settlement (1701).

[bad law] can be stopped by the head of state if it isn't seen to benefit Canadian society

An unelected official opposing an elected House of Commons will quickly put that official out of office.

The very first complaint in the of the Bill of Rights (1689), which is still clearly part of the Canadian Constiution is about:

assuming and exercising a power of dispensing with and suspending of laws and the execution of laws without consent of Parliament

the technicality here being that the King (and now Queen) are part of Parliament, however the very first two subsstantive clauses say:

the pretended power of suspending the laws or the execution of laws by regal authority without consent of Parliament is illegal

the pretended power of dispensing with laws or the execution of laws by regal authority, ..., is illegal

The Prime Minister therefore derives his or her authority from the whole of Parliament, and the House of Commons in particular delegates to the Prime Minister the task of representing its consent to the use of the Executive Powers.

The last Monarch to forget this was forced to abdicate. His predecessor who sparked the revolution that led to the Bill of Rights (1689) was beheaded.

If Byng or Aberdeen had not acted on the advice of one of the great officers of state (i.e. Cabinet Ministers) of the United Kingdom, they both likely would have been sacked. As it was elected officials in the UK, the remedy was the rapid end of UK politicians' authority over most of the now-Commonwealth.

Actually, that _is_ the plan. At least, the local one is associating itself with a frozen yogurt place.

Of course, this wasn't at all obvious, since the site itself is hopelessly disorganized, and the front page is a photo of a bunch of geeks, and doesn't really say anywhere what the whole thing is about (the about page says a bit more, but that stuff should be on the front).

Oh well, maybe some lessons to learn for next year.

My mortgage was with them. I paid it off. Rather than release the title to me, they 're-conveyed' the trustee from the loan department to the pay-off department, complete with a filing to my County, then the pay-off department re-conveyed the title to me. WTF? When I called to ask what was going on, they didn't know! Finally I got together with my county auditor who explained to me what happened. I DO have clear title----I think.