An extensive analysis of the structure and function of the corporate organism

[Excerpted and updated from a talk presented at Parallax View in Austin, Texas on 22 Oct 02000.]

Thank you for having me here. You are most kind. The title may seem odd, but I assure you that I have spent quality time studying corporations, up close and personal. For that matter, as a computer scientist, we are trained to analyze dynamic systems based on linguistic artifices; corporate activity most certainly satisfies that description.

An interesting notion which traces back to the writings of Hobbes and Marx is to understand corporations better by analyzing their general form as a kind of organism living in media. I would like to present a qualitative and quantitative study that traces the development of corporate form all the way from alchemy to autopoiesis. Admittedly, some of my remarks and focus may seem well outside the mainstream, so please keep in mind two caveats: I do not recognize that any kind of omnipotence exists; and I do not wish to promote or engage in any manner of "conspiracy theory" thinking. The point here is to examine the general form — a "platonic ideal", if you will — of transnational corporations as a formulaic approach for perpetuating power. I have no interest in assessing the attributes of any particular company, executive, etc.

Keep in mind a third caveat: in terms of "power" and "metabolism", I tend to characterize corporations much like spoiled brats: immature, self-destructive, dependent, difficult to understand, annoying, and fragile. Even so, most attempts at tending after these brats — whether from a Supreme Court bench, a NY Times op-ed, or an anti-WTO protest rally — demonstrate remarkably little depth about how they develop. Let's change that, eh?

First off, as we get into this, I would like you all to track four essential words: (1) colony, (2) attention, (3) sublation, and (4) demon.

Thank you.

Question #1: What would you call beings which (a) don't have physical bodies, (b) seem relatively crafty, and (c) appear to be immortal?

A tulpa, a djinn, or a familiar? Ghosts? Spirits? Gods? Demons? How about corporations?

Question #2: When was the first corporation established?

Granted a charter by Queen Elizabeth I of England on 31 Dec 01600, the East India Company seems to have been the first corporation. Its origins arose out of an Elizabethan shopping mall for international trade called the Royal Exchange of London. After the fall of Iberian sea power, the Dutch had scrambled to monopolize former Portuguese trade with the East, so the English sought to beat the Dutch at colonizing the East Indies.

Question #3: Can anyone here define the essence of a corporation in ten words or less?

Here's my shot at it, in seven words actually: "Externalize risk and perpetuate wealth for shareholders." For the purposes of this discussion, we'll focus on transnationals, mostly firms attempting to become monopolies, generally following the Anglo-American model — not the "ma & pa" liquor store on the corner that has a "Chapter S" corporate charter.

Now, I need a fifth volunteer to write down what I just said, and be ready to repeat it aloud a few times: "Externalize risk and perpetuate wealth for shareholders." Sure, the proper legal definition of a corporation is more about having a chartered company that combines the principle of joint-stock along with something called limited liability. However, those seven dirty words are just fine for describing the essence and purpose of a corporation.

Elizabethan England
Enough questions for the moment, let's talk about the History Of The World (in the sense of recontextualization more than historicism, please). We'll start with Elizabethan England, circa 01558-01603 c.e. Right in the time and place that people got the big idea to create the first corporation. We're doing a Mr. Peabody routine here. Pardon the condensed version.

Imagine that the year is 01558 c.e. The world seems a strangely new and vibrant place. Europeans, have recently learned how to print books, how to "Just Say No" to the Roman Catholic Church, and how to sail far enough West across a round world to reach the East, allegedly. Seafaring countries, e.g. Spain, Portugal, France, the Netherlands, etc., have embarked on global exploration for decades, and now contend for dominion (read: successful colonizing) over newly discovered lands. Spain and Portugal, in particular, have dispatched bloodthirsty bastards to pillage the New World, based on a strategy combining successful navigation, papal endorsement, and brute force, albeit not necessarily in that order. Their brute force probably gets a push from people eager to escape the Inquisition, now in full swing, with good Catholics busy squashing demons.

Elsewhere in Europe, however, the Renaissance flourishes. This is right around the time of daVinci (01452-01519), Paracelsus (01493-01541), Copernicus (01473-01543), Luther (01483-01586), and Mercator (01512-01594). Events of this day set the stage for the birth of other paragons of human insight such as Gallileo (01564-01642), Bacon (01551-01626), Bruno (01548-01600), and Newton (01642-01727). Note that the Renaissance drew its lifeblood from heretical and groundbreaking endeavors by these people.

England, however, is considered a wasteland: completely uncivilized and devoid of culture — at least according to the rest of Europe. They've become enemies of the powerful Spanish, especially after a breach with Rome, and the Dutch and French aren't particularly fond friends either. Drama on all fronts. To make matters worse, England has precious little military and doesn't have money to pay for one anyway. They can barely feed themselves.

Nonetheless, these are the emerging glory days for England, nigh upon the time of Shakespeare. The country has a new Sovereign, Queen Elizabeth I. She's 24 years old, and she can outsmart and kick the ass of any power monger in the known world. How many people in this room are, roughly speaking, age 24? Do you imagine yourselves becoming a ruler this year?

England also enjoys a wealth of intellect, people who demonstrate raw smarts, bold courage, and plenty of resources. They don't have the Catholic Church telling them what to think, so they can try out new perspectives and methods, reaching past archaic Scholasticism.

Elizabeth applies an interesting strategy. Though she is not particularly adept at government or finance, she surrounds herself with competent people. She sends advisors to the continent to identify new discoveries, purchase books — i.e., to acquire the high-tech of the times. These individuals are resourceful, well cultured intellectuals, and ruthless. Regular "James Bond" types, such as Sir Thomas Gresham.

To recap, Spain sends out Conquistadors and missionaries to acquire gold and slaves on behalf of Crown and Church. In contrast, Britain sends out gentlemanly spies to acquire technology and information on behalf of Crown and Commerce. Note the distinctions there. That's our scorecard, circa 01558.

Moving ahead a few years to 01566, Elizabethan advisors assemble plans for the Royal Exchange of London, that shopping mall mentioned earlier. Barbers, clothiers, merchants, and their warehouses all occupy a building which mingled together England's investment bankers and world explorers. There the Crown can regulate international exchange rates and control trade practices. Meanwhile, England executes a plan to build a high-tech navy.

With the defeat of the Spanish Armada in 01588, England is on an upswing. By 01600, a group of merchants gain the Crown's approval to launch the East India Company. It grows huge. It coins the word "factory". It colonizes parts of SE Asia and eventually (albeit reluctantly) controls India. The firm becomes an essential key to establishing the military industrial complex called the British Empire.

Understand that in the 16th century finance work much differently than now. Suppose you borrow money to sail off on an exploration, but lose your ship in a storm. Even if you make it back to England alive, you and all your family will go to debtor's prison for as long as it takes to pay back the loan. Corporations, in contrast, provide new means to externalize that risk. Corporate investors may lose equity, but no corporation can be placed into prison. Great way to attract investors, eh? Quite a novel idea, not having to risk prison for the wife and kids.

In 01601, Elizabeth signs the Insurance Act and corporations begin to proliferate. As early as 01602, the Dutch copy the idea to establish the Dutch East India Company. Not terribly keen on original names, those Dutch, but perhaps they can claim the first instance of corporate branding.

Consider how these essential elements for corporate strategy were applied from the earliest period: espionage for acquiring technology, information management, externalization of risk as an incentive for investors, factories and shopping malls, international trade, currency arbitrage, colonial governance, military ties, and even branding. These elements became standard practice within the first two years of corporate history. After four centuries of dramatic growth, the corporate form persists strikingly similar today.


Corporate Sovereignty

Okay, so we move on past Elizabethan England, into an era when Corporate Sovereignty Emerges, circa 01600-01690 c.e. Brits sipping tea imported from the colony, watching theatre in the round, slaying aboriginals, etc.

King Charles I granted a charter to the Massachusetts Bay Company in 01629 to colonize New England. A few decades later in 01664, Charles II sent agents to audit the firm, which responded by challenging their authority. The sordid details were deeply intertmingled in the dynamics of the British Civil Wars, but this event provided the first recorded clash between the emergent "corporate sovereignty" and the established royal sovereignty that had engendered it. The Crown subsequently rebuked Massachusetts Bay Company's corporate execs with: "The King did not grant away his sovereignty over you when he made you a corporation... When his majesty gave you authority over such subjects as live within your jurisdiction, he made them not your subjects, nor you their supreme authority."

So within sixty years, the corporate form had been copied extensively and even begun to assert its own sovereignty in challenge to the sovereignty of the Crown. It had also started to receive widespread criticism. Here are a few of the most broadly misquoted ones...

Thomas Hobbes published Leviathan in 01651, his seminal work on government and philosophy that included the following observance: "Corporations are many lesser commonwealths in the bowels of a greater, like worms in the entrails of a natural man." This text represented perhaps the first philosophical critique of corporations, albeit certainly not the first political one.

A doctor named John Locke published Two Treatises of Government in 01690, criticizing perpetual corporate sovereignty by introducing a notion of individual sovereignty. This notion proved dangerous to the British Empire indeed: "The power of erecting new corporations, and therewith new representatives, carries with it a supposition that in time the measures of representation might vary, and those have a just right to be represented which before had none; and by the same reason, those cease to have a right, and be too inconsiderable for such a privilege, which before had it."

Adam Smith published a rather different perspective in his monumental work Wealth of Nations in 01776. In it, Smith decried all monopolies sustained by the government: "Civil government, so far as it is instituted for the security of property, is in reality instituted for the defence of the rich against the poor, or of those who have some property against those who have none at all. The pretense that corporations are necessary to the better government of the trade is without foundation." Not quite the same as how Mr Smith gets depicted in Wired magazine, eh?

I am skipping all kinds of details about how corporations expanded during this time, grassroots efforts to get corporate charters limited or revoked, the British judicial process placing jurisdiction over corporate litigation into the House of Commons, etc. In short, people had begun to surmise that corporations did not quite behave as expected or desired.


Individual Sovereignty

That brings us up to the start of the American War of Independence, and an era when Individual Sovereignty Emerges, circa 01789-01865 c.e.

Some colonial subjects in America had tired of corporate governance. Citing the good doctor Locke as their legal basis, but incorporating some of Smith's arguments, the American Revolutionaries fought to replace British corporate rule with a new republic. Ostensibly, these people hated corporations, in the sense that they hated the Crown exercising absolute control over chartering firms. In another sense, they hated missing a share of the profits.

The resulting United States Constitution in 01789 made no mention of the word "corporation" whatsoever. Instead, the new United States of America enjoyed a national sovereignty. On one hand, the system was built on collections of individual sovereignty posed directly against governmental tendencies that had become characteristic of corporate sovereignty. On the other, the "chief executive" of the new federal government was called a "president", a term which had previously been used for regional executives in the East India Company.

Corporations were severely restrained within the new republic. They could only be authorized by an act of legislature in one specific state, and not at the federal level. They could only exist for a single purpose serving the public good and only then for a limited period. State legislatures (a callback to the House of Commons) held the power to revoke corporate charters, and voter referendum could initiate that process. So far, so good — so what went wrong?

Rolling ahead to 01807, President Thomas Jefferson was great at affairs of state, but as lousy at the art of finance as QEI. Both tended to charge up their credit cards, so to speak. Pardon my brevity here... Jefferson embargoed Britain and France, leading in part to the War of 01812. Americans needed food, so a political expediency led to a rise of corporate activity: does that sound familiar, e.g., the Brits circa 01558?

In response, industrialists in New England started forming corporations, perhaps recalling a convenient perpetuo moblio of their grandfathers' day... explaining that they would feed and clothe the starving masses. In 01819, the US Supreme Court rendered the landmark case Dartmouth College v. Woodward (17 U.S. 518), citing the "contract obligation clause" of the US Constitution. That decision placed charters of existing private corporations outside the jurisdiction of the states which had chartered them. In one stroke, this provided a constitutional framework for federal corporate law, arguably disabling the primary mechanisms for control over corporations.

Corporate abuse was on the rise again, and "states rights" issues emerged from increasing federalization. Legal and political strife pushed tensions between northern and southern factions, which in general aligned along pro- and anti-corporate platforms, respectively. In 01861, the US Civil War erupted, ostensibly over the moral issue of slavery, but arguably fought over political and commercial issues: Northerners distrusted the Southern plantation model, convinced that it would not support the economic expansion required for their corporations.

Toward the close of the conflict, in 01864, President Lincoln sent a letter to Col. William F. Elkins, apprehending the war's true nature and eventual outcome: "I see in the near future a crisis approaching that unnerves me and causes me to tremble for the safety of my country. As a result of the war, corporations have been enthroned, an era of corruption in high places will follow, ... and the money-power of the country will endeavor to prolong its reign by working upon the prejudices of the people until the wealth is aggregated in a few hands and the Republic is destroyed." Note that these words came from the man — one of the first notable Republican leaders — who had championed a bloody war effort to crush anti-corporate rebellion.

Slavery was abolished, and three years after the war ended, the 14th Amendment to the US Constitution established "equal protection" under the law for all persons. Or was that "equal protection" for corporations? Within two decades, in 01886, the infamous Santa Clara County v. Southern Pacific Railroad (118 U.S. 394) case invoked the 14th Amendment to protect corporations as "legal persons" which in turn acted as agents and property of "natural persons". In other words, as constitutionally endorsed tulpas. This decision strengthened precedents established by Dartmouth v. Woodward to remove control of corporations from state/populace jurisdiction. In a haunting sense, the text of the decision also recalled the "natural man" quote by Hobbes.

Question #4: How much did the 14th Amendment actually get used to benefit African Americans?

Writing fifty years later in 01938, US Supreme Court Justice Hugo Black echoed Lincoln's eleventh-hour realization: "...of the cases in this Court in which the Fourteenth Amendment was applied during the first fifty years after its adoption, less than one-half of one per cent. invoked it in protection of the negro race, and more than fifty per cent. asked that its benefits be extended to corporations... I do not believe that the Fourteenth Amendment had that purpose, nor that the people believed it had that purpose, nor that it should be construed as having that purpose."

There you have it folks. Thirty years after the ratification of the US Constitution, the original experiment in democracy was over. Defunct. Back to being worse off than they'd fared as colonists, the Americans got pissed off and started to war with each other. No matter what you learned in school (using textbooks produced by corporate publishers, no doubt) the war concerned slavery... It meant precious little about ending the subjugation of African Americans, since de facto civil rights would not even begin to happen for another hundred years! The war, however, meant much more about establishing and enforcing corporate slavery, which 118 U.S. 394 practically guaranteed. America launched into its heyday of trusts, robber barons, etc. Individual sovereignty was all but gone. In effect, referendum by the populace had itself become a risk externalized by the corporate form.


German Idealism

Moving on again, but rolling back a few years, we encounter an interesting philosophical movement, namely German Idealism, circa 01807-01848 c.e. Right about when President Jefferson watched the great experiment in anti-corporate liberty crumble, an important philosophical school emerged in continental Europe. It took into account fundamental shifts in the world as the needs of commerce had displaced the art of communion, so to speak.

Question #5: What do corporations "believe"?

A strange question, admittedly, but with a point. The ethical and social fabric in Britain was in a process of tearing due to the side effects of colonial expansion and the advent of industrialization. America and France had suffered bloody revolutionary wars and economic crises. Many foresaw similar upheavals pending for German and Russia. Meanwhile, the academe struggled to reconcile the rise of Science along with the decline of the Church. Two centuries of corporate governance, launched by the barbarian upstarts in Britain, had finally piqued the attentions of European intellectuals.

The star of the German Idealism movement was Georg Hegel, who published Phenomenology of Spirit in 01807, introducing his philosophy of Aufhebung, which is translated as "progressive sublation".

Hegel may not have used the words exactly, but his principle is generally taught as a dialectical formula that you've probably heard: "thesis, antithesis, synthesis". Arguably, Hegel was attempting to codify conceptual processes active in his world, and to that extent he articulated a philosophical critique on the system that British nobility (as the most "successful" social model in Europe) had applied for over two centuries. In essence, Hegel articulated the belief structure of the corporate form. Note that Hegel did this work in the employ of Prussian warlords who sought to criticize their rivals in Britain.

Also, consider the early works of a student, Frederick Engels, who nearly worshipped Hegel. In 01848, Karl Marx and Frederick Engels published the Manifesto of the Communist Party, criticizing the social value of corporations: "The need of a constantly expanding market for its products chases the bourgeoisie over the whole surface of the globe... The bourgeoisie has through its exploitation of the world market given a cosmopolitan character to production and consumption in every country. To the great chagrin of Reactionists, it has drawn from under the feet of industry the national ground on which it stood... The cheap prices of its commodities are the heavy artillery with which it batters down all Chinese walls, with which it forces the barbarians' intensely obstinate hatred of foreigners to capitulate." Consider that their term "bourgeoisie" can be also substituted by our term "corporate form", in retrospect. Try that sometime, as an exercise, and reexamine the Manifesto in context.

To recap, a historical opinion exists, as a theme suggesting that something is wrong about the nature of corporations. How often has one political issue enjoyed agreement from so many diverse and oppositional sources? Imagine both Karl Marx and Adam Smith in one room, agreeing... How about both Abraham Lincoln and Jefferson Davis? For that matter, a representative sample of Seattle WTO protesters and US Supreme Court Justices? They all plain flat agree about at least one issue... How often does that happen? What, perhaps, does it tell you?

Question #6: What is the approximate life span for a Homo sapiens?

Seven or eight decades, eh?

Question #7: According to the Nyquist Theorem from information theory, what is the minimum rate for sampling a signal?

This is a simple and useful thing to know: the answer is a ratio of 2:1, such that whatever does the measuring must run at least twice as fast as any information stream it might detect reliably. In other words, the sampler must collect twice as many data points as would be expected in one complete cycle of the sampled signal. Remember that.


Humanist Critique

Okay, before that weird little aside, we were discussing how the dialectic of sublation articulates a belief structure for the corporate form. One sees this over the course of the ensuing century, particularly the period of Humanist Critique, circa 01886-01957 c.e.

Looking at the history of corporations, sublation emerges as a startling theme. Consider the dialectic between the drafting of the US Constitution and the origins of the US Civil War. See how the corporate form swallowed up all those wonderful arguments about freedom and individual rights? Just about any argument countermanding corporate sovereignty in ante-bellum US became incorporated into the form itself.

For that matter, look at the transition between the Insurance Act of 01601 and the Massachusetts Bay Company refusing an audit in 01664. How about the political turn between States Rights issues and the 118 U.S. 394 decision?

Consider the trajectory between Marx and Engels writing the Communist Manifesto in 01848 and that fine, bright day in the 01920's when IBM began to "embrace" elements of socialism, which we have since come to accept as corporate culture? That strategy was copied almost immediately by AT&T, and it pulled them through the Great Depression. It was copied by virtually all transnationals following World War II.

How about the dialectic between the Sherman Antitrust Act of 01890 and the tragedy of 01976 when Buckley v. Valeo (424 U.S. 1) legalized cash donations in political forums as expressions of 1st Amendment rights for corporations?

The goal, my friends, seems to be the eventual externalization of risk, based on continual belief that the goal can be achieved through a process of sublation. What happens during that process, between the start and the goal? Corporations rake in buttloads of money. Who pays? Well, for starters, individual sovereignty seems to have encountered some troubles.

Something troubles me about this history. Look carefully at the dates. Look especially at the intervals between the dates. I've been measuring this statistics in a variety of contexts involving corporate activity. Taking the mean value as an estimator, the process of sublation by the corporate form occurs at a rate of approximately 60 years. For that matter, the lengths of the six historical themes mentioned above average out to about 60 years.

Question #8: Anyone here care to join me in some quantitative research of Corporate Metabolism? Compare and contrast between our alleged corporate rate of sublation and a typical human life span...

To observe and assess the process of sublation reliably, a human critic would need an attention span of at least 120 years. That's not going to happen anytime soon, at least not in the realm of direct, unmediated experience. Armed with certain analytic tools, a prepared observer can confront the issues of sublation and the dynamics of corporate form. However, an average person on the street must make decisions using information from highly mediated sources.

I posit that the rate of sublation by the corporate form occurs just slightly below an information-theoretic threshold and therefore slowly enough to overcome unmediated humanist critique. This process functions as a reflex mechanism, phenomenologically as if the corporate form employed means for self-preservation. I am not proposing that some corporate executive cabal schedules press releases and Supreme Court appeals years in advance of their own retirements. Rather, the general process occurs at a particular rate, and if it occurred at a substantially different rate, it would probably prove untenable. Perhaps slower or faster models have emerged, but did not survive for this reason. In any case, making corporations answerable to legislatures was once quite a good idea, since public bodies traditionally demonstrated relatively long attention spans. However, since the advent of newspapers, the political issues of corporate governance become almost entirely media-theoretic.

By the way, if you repeat this proposition elsewhere, be sure to cite me, okay? Much appreciated.


Network Effects

Okay, let's complete our historical treatment, right on up to the present. During the 20th century, one encounters the rise of transnationals in an era of Network Effects, circa 01939-01999 c.e. The term network effects comes from economics and does not imply computer networks at all, even though Microsoft and IBM provide great examples. Network effects refer to how a superior product or service produced at the lowest price does not necessarily succeed in the market. Why? Because of connections. An organization, such as a transnational, becomes so large that it starts to self-perpetuate, based on a theory of externalities. That word should seem familiar by now. Legal theorists apply this theory in the analysis of antitrust cases.

For instance, Microsoft controlled its market so tightly by the mid-01990's that it created its own demand. The firm arguably did not provide the most efficient products or prices on the market, but it could control the pricing and barriers to entry for most of its market sector. Through network effects, a firm externalizes support for itself, manipulating the market in ways that effectively disable any hope for competition. Antitrust, in that case, becomes a reasonably apt diagnosis.

In 01980, a pair of Chilean biologists named Maturana and Valera published Autopoiesis and Cognition. Their work provided a description of organisms in terms of operational characteristics (self-regulation, self-maintenance, self-reproduction, etc.) to explain cognition using descriptive phenomenology. I hope they will excuse my definition of an admittedly complex theory in twenty-five words or less.

This theory began with a strict focus on biological organisms in the physical world. It has since been applied to understanding the complex, "self-organizing" behavior of systems in social theory, software development, legal theory, etc. Toss that out at a cocktail party sometime. Autopoiesis takes into account many difficult issues, including the perception of the observer, structural coupling, the notion of domain, particularly of the linguistic domain.

Niklaus Luhmann applied the theory to social systems, pointing out that in the context of a group of individuals acting in some concerted manner, another "individual" emerges as a characteristic of the group. Please keep this in mind somewhere, for the next section.

Question #9: Where do corporations "live"?

Consider how corporations depend on forms that exist essentially as the byproducts of language. The corporate charter, what is that? A grant of authority, written and signed. The corporate logo and trademarks are also highly mediated artifacts involving unique names and strange drawings. Corporate bank accounts, can you actually go touch those? Little ephemeral ones and zeroes in computer databases, far out of reach. Corporate contracts? Legal documents, most certainly.

The notion that corporations self-organize, self-reproduce, self-maintain, self-perpetuate, etc., should not be a huge conceptual hurdle. Consequently, theory about the phenomenological description of an organism based on ideas about linguistic domain — well, that's a mouthful, but it comes in handy for analyzing the corporate form.

On a related track, a former UCLA professor and noted economic theorist named Kenichi Ohmae specializes in the analysis of emerging globalism. He also predicted (some say "encouraged") at least two recent world financial market crashes. Dr Ohmae has proposed a theory about how corporations operate. Namely, to participate in the global economy circa 02000, a transnational must operate simultaneously in four "dimensions". Dr Ohmae articulates these as the visible dimension, the borderless dimension, the cyber dimension, and the dimension of multiples. These translate, respectively, to the arena of "bricks and mortar" business and social contract, the global markets enjoyed by transnationals, the area of computers and media, and the arbitrage of financial instruments (e.g., currencies, stocks, pensions, etc.) in general.

I propose reframing Ohmae's four "dimensions", stated in terms of linguistic domain along the lines of how I just described where a corporation "lives". In that sense, we find a basis of four domains: social contract, law, media, and arbitrage. We may also borrow a fine set of modeling tools from biology for describing the phenomena of corporate form. Recalling the historical opinion stated earlier, the representation of sublation as a corporate belief structure, and the observed rate of sublation as a reflex mechanism, it is no stretch to talk about corporations in terms of phenomenology and metabolism. Armed with 21st century tools, one can trace the autopoiesis of corporate metabolism quite readily. In particular, they behave in some ways (organization) like sponges, in other ways (reproduction) like bacteria, and in other ways (adaptation) like slime molds.

Again, if you use that notion, cite me. This represents original work here, folks, slime molds and all, unveiled in print for the first time.

The arbitrage domain is perhaps the most obvious, starting with the market crash in 01929 and the Great Depression. In 01958, Franco Modigliani and Merton Miller published The cost of capital, corporation finance and the theory of investment, establishing the theoretical basis for corporate finance. Both subsequently won the Nobel Prize in economics. Ever since then, the Modigliani-Miller Theorem has asserted "the irrelevance of debt versus equity in assessing the cost of capital for a firm." Translated, corporate debt is no big deal under special circumstances. Major stuff, in the fields of policy and arbitrage, and potentially lethal to Third World economies. Then, in 01984, the "Big Bang" occurred when the London Exchange automated transactions, becoming the first electronic international host for arbitrage. Arguably, the risk of debt had become externalized in a self-perpetuating manner. Please note the time interval between those dates. Also, does the name London Exchange ring any bells? For that matter, in 01964 another Nobel laureate named Ronald Coase led the "Chicago School" of economics in a direction of arbitrage for property rights altogether. The "Coase Theorem" contributed greatly to the theory of externalities.

Self-perpetuation in the media domain seems reasonable if one allows for some rhetoric. Back in 01939, John Atanasoff and Clifford Berry at Iowa State constructed the "Atanasoff-Berry Computer", ostensibly the world's first digital computer with writable memory. Their methods were disclosed to a guy named Mauchly, who in turn got ripped-off by his Harvard co-worker named von Neumann, which led to the product lines at IBM, Sperry-Univac, Honeywell, etc.

When did the area of computers and media reach a state of externalized self-perpetuation? Well, the Internet has been around for many years (at least as long as Al Gore, allegedly) but it all didn't hit critical mass until the year 01995, when corporations jumped into the Net and the nature of media changed forever. Again, note the interval between dates.

Self-perpetuation in the legal domain has been examined elsewhere. A controversial legal theorist named Gunther Teubner take the podium, who was also concerned with globalization processes, published Dilemmas of Law in the Welfare State in 01985. This initiated an explicit application of autopoiesis to analyze the development of law. Teubner argued that much of the law (particularly that developed on behalf of transnationals) served no purpose to living beings, and acted to self-perpetuate the development of more law. To describe the complex, entangled constructions of corporate governance, Teubner uses the term Unitas multiplex. I would argue that the interval for this transition may be measured with respect to the New Deal37 of 01937, which forced major changes in the US concurrently in the domains of both law and social contract.

Saving the dessert for last, we consider self-regulation in terms of social contract. For the purposes of studying the corporate form, this should be considered distinct from the legal domain: important events in the development of social contract tend to stray far afield of strictly legal acts. That idea should not surprise this audience of troublemakers!

On one hand, Niklaus Luhmann and Gunther Teubner both address this issue explicitly. On the other hand, to contextualize social contract in terms of corporate governance, one must take a good hard look at 01973. ITT was caught fostering a military coup in Chile. Nothing too original, since the United Fruit Company had been caught doing much the same to Guatemala in 01954. A subsequent US antitrust lawsuit had split "El Pulpo" into three companies. In 01973, however, the United Nations stepped in, creating the Centre on Transnational Corporations (UNCTC), and similarly the OECD established its Guidelines for Multinational Enterprises. Transnationals were put on alert to live up to ethical guidelines. Of course, transnationals collectively did not find much humor in that pronouncement. In response, we find the Uruguay Rounds of negotiations on GATT stretching through 01984-01994. Again, this interval may be measured with respect to the New Deal.

Question #10: What was the outcome of the Uruguay Rounds?

It led directly to the establishment of the World Trade Organization. More articulate voices than my own have alleged the WTO to represent an almost asymptotic "deregulation" of social contract.

The form we have unleashed was once merely the shadow of a demon, and now acts very much like a "living", "learning" organism. It exists in a linguistic domain. It seeks the establishment of its own self-protection, at the cost of your sovereignty and perhaps more.


Corporate Inception & Gestation

I need to shift gears and mental frameworks for a moment. To wit, what do these supposed insights buy us? The answer relies on a bit of intellectual travel back to Elizabethan times.

Question #11: What is the most basic, initial step in establishing a successful corporation?

As a first step, one is supposed to write a business plan. Who then wrote that very first corporate business plan, the hugely successful one used for the East India Company?

We've got loads to cover and not much time, so the actual name isn't as important as perceiving what kind of people came up with that plan.

Question #12: When people first created corporations, what were they thinking?

The advisors to QEI were intelligent, well educated, well traveled, and English. Frankly, they needed money fast to be able to keep doing cool things. In essence, the corporate form originally served as a proxy mechanism for the sovereignty of the Crown, to establish better commerce. They did it for Bess. In other words, they were broke and desperate.

That is only part of the answer. To get to the rest, one needs to adopt (temporarily) the philosophical framework of a European intellectual 400 years ago. Note that I don't intend to promote mysticism, however you'll need to dabble in it for a few moments if you want to understand how corporations came into being.

In the 16th century, at a time when the Church had lost its stranglehold but Science had not yet taken firm root, many intellectuals of the day did not make our modern distinctions between politics, medicine, astronomy, religion, science, or magic. For example, many of the notable Renaissance astronomers were also physicians. Cut open a body and see the planetary structure reflected in microcosm. Then extend that perspective out to the heavens in macrocosm. Most all of the areas of study fit into "bodies": the body politic, heavenly bodies, the body of the church, astral bodies, body of law, etc. These people were fanatical about cognitive embodiment. Keep that in mind for a bit. They sought to understand a more general, more inclusive field, one often called "Natural Philosophy". Strangely enough as well, architecture was considered a high art form of the day.39 Mathematics, chemistry, languages — those were all foundational material. If a person actually went out and built something, created some actual body, obviously that brought one "closer to god", as participation in the act of creation itself.

Back in the 16th century, right at the heart of the Renaissance, Europeans had rediscovered philosophical works from classical and ancient times. In particular, the Corpus Hermeticum had been translated and circulating among the intelligentsia. Hermeticism — or "alchemy", in more general terms — presented a late Hellenistic syncretism of Plato, Gnosticism, Judaic mysticism, and Ancient Egyptian wisdom. It encouraged a seeker to comprehend the divine by coming to understand the building of the world, as a means of joining in the process of creation. That was a purpose of alchemy.

Notable leaders and thinkers of the Renaissance integrated this reconstructed worldview into their personal beliefs, with Newton being perhaps the most famous and one of the most ardent. QEI was even known to employ Hermetic turns of phrase in official speech. Lots of "bodies", tons of architecture, great encouragement to explore Natural Philosophy, etc. The stuff was down right Egyptian.

Of course, individuals engaging in such acts were generally persecuted and condemned by the Church. Then again, Rome was busy tracking down demons through its Inquisition. Meanwhile, the Church faced rampant criticism and heresy on almost all fronts, except for Spain. England certainly held no fealty toward the Church. Most of the cool people of the day earned their creds by being heretics anyway.

One idea out of Hermetic alchemy concerned the creation of a servitor, a form which could take on dynamic behavior in service of the alchemist. This form was akin to the notion of a homunculus or "false human being" as Paracelsus described. It more closely resembled the Tibetan tulpa, the Arabic djinn, the Voodoun serviteur, the European pagan familiar, or Judaic golem. These constructions were intended to serve as proxy mechanisms, taking specific, difficult courses of action on behalf of the alchemist and thereby reducing risk to the alchemist. Unfortunately, these proxies sometimes "escaped" from the control of their masters.

Question #13: How does the creation of servitors compare with the 118 U.S. 394 description of corporations?

Let's make this all just a tad bit more strange, shall we?

Question #14: By what means do we recognize a corporation?

Most people would mention a logo, a trademark, perhaps a charter or registration number...

Another tool of the alchemist was the construction of a sigil, i.e., a special, magical symbol that embodied the alchemist's desires for a particular outcome. A proper sigil includes a magical name, the meaning of which would be obscured to all except for the alchemist, along with some unique drawing. Proper construction of a sigil was considered a preliminary step for the creation of a servitor, by which the alchemist demonstrated power in the daemonic realm. Friends in high places, so to speak. Apocryphally, the symbol of daemonic essence is the scroll.

Another concept from Hermeticism concerned the creation of an egregor, or self-perpetuating belief structure. Recall that Renaissance thinkers did not distinguish readily between religion, alchemy, science, politics, etc., because each was simply a component of Natural Philosophy. An application of alchemy to create a socio-political structure that perpetuated particular beliefs would have seemed quite apt. Egregors also provided means for incorporating or "chaining" servitors, i.e., evoked demons, into their purpose and organization.

Question #15: What is the translation for the term "embodiment" in Latin?

Much of the Hermetica circulated in Latin, and the word "incorporation" appears quite notably in the lexicons and basic operations of alchemy. Its Latin root incorporatus describes a process of embodiment or giving of material form.

A typical goal in the creation of a servitor was to substantiate the proxy mechanism until the form itself became embodied and self-perpetuating, albeit under the control of the alchemist. One finds this goal reflected in a motto of Hermeticism: solve et coagula. This denotes an alchemist reaching into the ephemeral and numinous "above", then transmuting part of that essence into a substantiated form in the mundane world "below".

The synthesis here concerns how Elizabethans architected plans for building commerce based on international trade and colonization, i.e. through a globalization process...

Elizabethans employed what they understood to be the rhyme and reason of the world. They went out and created a form suitable to achieve their goal. Translating back through the centuries, our modern legal process of incorporation literally refers to the creation of a "legal person" as a fiction, serving as a proxy mechanism for its owners. Arguably, this form is created much like a servitor, applying the formula solve et coagula, giving material form to an essence. The sigil corresponds to logo and trademark, and the charter symbolizes daemonic essence.

There you have an outline for a qualitative model, submitted for your approval. [Description follows of a quantitative model, based on a "proxy mechanism" that applies attention economic theory in the four domains listed above — edited out for space.]


Political Evolution

Let's review the evolution of political system, vis-a-vis corporate governance. Elizabethan England made a bold proclamation in the name of humanism. They effectively said: "Fucke Spain & thee Catholycks. Yn the cominge yeres of Newe World Order, rules of the game changeth and none of their bloodie golde shall matter not one wit." The English reckoned that if Church and cojones were removed from the political equation, the Crown and its people could prosper. They invented corporations to implement that plan and serve the Crown. That worked remarkably well.

Americans came along and objected to corporations, wishing to empower individual sovereignty based on property rights. They reckoned that if the Crown were removed from the political equation, then representation of individuals could reign over corporations instead. Their experiment died within a few decades, and arguably the United States became the first flag of convenience.

Socialists noted problems due to corporations in both England and the US. They reckoned that if individual property rights were removed from the political equation, societies could reign over corporations instead. They attempted to organize politics to mimic the corporate structure itself, which has so far proven to be problematic.


Where do we stand now?

Humanists of all varieties have struggled to control corporations for the better part of four centuries. They failed. They lacked a fundamental understanding of the problem. Game over. Direct confrontation of the corporate form does not work, because such efforts inevitably become sublated.

To confront a corporation with any significant force, one must stop thinking like a speciesist. Following the psychological imperative from the study of autopoiesis and dissipative structures, one must contextualize the problem first. To contest a firm such as Nike or Monsanto, one must recognize that they are merely instances of a particular form. To fight the WTO, one must recognize that it is merely a temporary mechanism of that same form. To fight a particular action by a particular corporation, one must recognize that action as a well-defined reflex of the corporate form.

So, I present a media-theoretic model: the qualitative and quantitative anatomy of a transnational. Perhaps it may become useful for developing strategies and forecasts to gain advantages over corporations. I have several ways to apply this theory, but that's a topic for another article altogther...

Questions? Complaints? Suggestions?



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