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The law shapes and is shaped by social and economic forces. Law professor Joel Bakan collaborated in the making of The Corporation, which provides an account of the institution’s birth as a legal “person” whose prime directive is to produce profit for shareholders regardless of the cost to anyone, or anything else. The odd legal fiction that deems a corporation a “person” in the eyes of the law results in a disturbing “diagnosis.” To illustrate this, The Corporation, explores several legal and governance issues that stem from the operating principle that corporations must always serve their own self-interest. |
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| The documentary uses the US Constitution's 14th Amendment as its springboard, which prevents states from depriving “any person of life, liberty, or property, without due process of law.” This constitutional amendment was intended to guarantee the rights of people recently freed from slavery to citizenship. In 1886 the US Supreme Court interpreted the amendment to guarantee the rights of corporations. According to the film, what problems stem from this interpretation of the Constitution? What problems flow from the kind of “personality” the law imbues in the corporate person? |
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| Chapter |
Chapter Title |
Scene Reference |
| 1 |
What Is a Corporation? |
10:00:00:00 |
| 2 |
Birth |
10:06:27:16 |
| 3 |
A Legal “Person” |
10:10:53:01 |
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| 2 |
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| Joel Bakan has suggested that democratic regulation is necessary to ensure that public interests are served. Based on the film, what specific changes do you suggest are necessary to the law? How much of a role can and should litigation play in improving corporate governance? |
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Chapter |
Chapter Title |
Scene Reference |
| 1 |
What Is a Corporation? |
10:00:00:00 |
| 2 |
Birth |
10:06:27:16 |
| 3 |
A Legal “Person” |
10:10:53:01 |
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| 3 |
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| The documentary shows how General Motors prefers to take on lawsuits for motor vehicle accidents rather than making automobiles safer, since it costs less per-vehicle-produced to pay legal penalties and fees than it does to redesign vehicles or parts for greater safety. If management continues to be rewarded for financial performance, the film implies, these sorts of practices are likely to continue. Should we rethink performance-based compensation? What would be a viable alternative? Would altering performance-based compensation be problematic if other organizations or other jurisdictions did not take on this practice? |
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| Chapter |
Chapter Title |
Scene Reference |
| 3 |
A Legal “Person” |
10:10:53:01 |
| 4 |
Externalities |
10:15:56:00 |
| 22 |
Psycho Therapies |
12:37:43:13 |
| 22 |
Psycho Therapies |
12:38:51:04 |
| 22 |
Psycho Therapies |
12:40:31:15 |
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| Could the political concept of “checks and balances” of the legislature, executive and judiciary be more realistically introduced in the corporate world branches of the executives, shareholders and the board of directors? In your opinion, would such an approach address the concerns of The Corporation’s film makers? |
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| Chapter |
Chapter Title |
Scene Reference |
| 22 |
Psycho Therapies |
12:38:51:04 |
| 22 |
Psycho Therapies |
12:40:31:15 |
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| 5 |
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| In what ways do the regulations from Sarbanes-Oxley address issues of accountability on CEOs and CFOs raised in The Corporation? |
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| Chapter |
Chapter Title |
Scene Reference |
| 1 |
What Is a Corporation? |
10:00:00:00 |
| 2 |
Birth |
10:06:27:16 |
| 8 |
Mindset |
10:46:52:15 |
| 22 |
Psycho Therapies |
12:40:31:15 |
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| How do the issues raised in the film suggest a need for accountability on in-house counsel, who are generally aware of and participate in transactions that might be fraudulent in nature? What is the relationship between CEO and CFO accountability and the role of in-house counsel? |
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| Chapter |
Chapter Title |
Scene Reference |
| 1 |
What Is a Corporation? |
10:00:00:00 |
| 2 |
Birth |
10:06:27:16 |
| 8 |
Mindset |
10:46:52:15 |
| 22 |
Psycho Therapies |
12:40:31:15 |
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