The Devil’s Dictionary on Occupy Wall Street

Gerard Magliocca

Gerard N. Magliocca is the Samuel R. Rosen Professor at the Indiana University Robert H. McKinney School of Law. Professor Magliocca is the author of three books and over twenty articles on constitutional law and intellectual property. He received his undergraduate degree from Stanford, his law degree from Yale, and joined the faculty after two years as an attorney at Covington and Burling and one year as a law clerk for Judge Guido Calabresi on the United States Court of Appeals for the Second Circuit. Professor Magliocca has received the Best New Professor Award and the Black Cane (Most Outstanding Professor) from the student body, and in 2008 held the Fulbright-Dow Distinguished Research Chair of the Roosevelt Study Center in Middelburg, The Netherlands. He was elected to the American Law Institute (ALI) in 2013.

You may also like...

9 Responses

  1. Ken Rhodes says:

    I have the impression that in my youth several types of firms could not be corporations; they had to be sole proprieterships or partnerships: law firms, accounting firms, brokerages.

    Is that just wishful thinking, or is my memory correct?

  2. Ken Rhodes says:

    “Wistful thinking” — A somewhat hazy idea that maybe things used to be better.

  3. Shag from Brookline says:

    Since corporations are people and have limited liability, out of fairness people operating in sole proprietorship or partnerships form should also have limited liability. Considering the functions of law firms, accounting firms, brokerages in financial matters, one might think that there should be greater responsibility, such that limited liability should not be available; if that were the case, perhaps attorneys, cpas and brokerage firm personnel would be more careful in connection with matters where consumers rely, at least indirectly, on the services such professionals deliver.

    And much the same could be said about the protection Delaware corporate law provides for officers and directors. with broad indemnification and liability limitations.

  4. Orin Kerr says:

    Or, an alternative:

    *******
    n. Abstract entities to blame for societal ills. See also Government.
    *******

  5. Spencer Waller says:

    Or as one of the signs at Occupy Wall Street read:

    I will believe corporations are people when Texas executes one.

  6. bruinrefugee says:

    On the ironic side, found opposite the post:

    Concurring Opinions is a
    general-interest legal blog
    operated by Concurring
    Opinions LLC, a Pennsylvania
    Limited Liability Corporation.

  7. Shag from Brookline says:

    Isn’t an LLC a “limited liability company” and not strictly a corporation, rather it’s a hybrid? LLCs are of relatively recent vintage. There may be certain tax benefits associated with it. I don’t doubt that the “Devil” had a hand in the concept. The next step may be a LLI, or “limited liability individual.” Perhaps Romney thinks LLCs are people.

  8. Bruinrefugee says:

    Shag,

    Officially, according to the state of Penn., this site’s ownership is actually a limited liability company.

    They have a number of benefits, of course one of which is — like corporations — “limited liability.” Personally, I just got a kick seeing both that and the erroneous designation “corporation” on a site filled with law professors.

    An interesting question, going to the point about “people” is — what should the actual status of sole-proprietorship “S corps.” be?

    We’ve long moved away from a regime where corporate structures are simply creations of government fiat to an arguably fairer mode where anyone can set them up for almost any reason. But the wide range of uses raises thorny issues about control and agency costs among other things where the analysis of where they stand or should stand may differ depending on how widespread the ownership is vis-a-vis who exercises control.

  9. Shag from Brookline says:

    Gerard, the Boston Public Library has scheduled its “This Hundred Year Retroactive Book Award” competition that will pit presentations on the following books published in 1911:

    The Tom Swift Series
    The Boy Scout Handbook
    The Devil’s Dictionary (by Ambrose Bierce)

    at 6;00 PM, Nov. 9, 2011, in the Abbey Room at the main library in Copley Square, Boston. Following the presentations, the audience will vote on which one of these 1911 bestsellers should receive this Award.