Computers, Privacy & the Constitution

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AlexAsenFirstPaper 5 - 28 Apr 2012 - Main.EbenMoglen
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  Kennedy conceded, however, that government has a legitimate "interest in providing the electorate with information about the sources of election-related spending." Id. at 914. In response, Congressional Democrats tried to pass the DISCLOSE Act, but failed. The FEC has been silent and the SEC is considering the issue, but is preoccupied with Dodd-Frank. See, generally, Could the SEC please give democracy a hand.
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Why this style of citation? Why not just link Ciara's piece directly to the anchor preceding: the SEC is considering the issue, but is preoccupied with Dodd-Frank The author, who was a student in the predecessor of this class, is stuck with the title the information oligopolist put on her work, but we don't need anything more than a hyperlink.
 

The Pitch

Waiting for Washington to get its act together is an option, but it just so happens that we are all part of one of the few institutions in the world where people are both interested in securities law and have a bit of free time. Kennedy enthusiastically cited Bellotti: "Ultimately shareholders may decide, through the procedures of corporate democracy, whether their corporation should engage in debate on public issues." First Nat. Bank of Boston v. Bellotti, 435 U.S. 765, 794 (1978). The suggestion that we must master "corporate democracy" in order to take control of American democracy is absurd, but this is the kind of absurdity designed for law students.
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 Considering this standard, I wonder if evidence of strong political leanings of corporate officers combined with evidence of past contributions in support of those leanings would suffice as a "credible basis" for an inspection. See Seinfeld, 909 A.2d at 118. On the other hand, without focusing on the self-interest of O&D, there is some empirical evidence that political contributions generally negatively affect corporate profits. After reviewing data from 1110 firms, Economist Dr. Michael Hadani reported to the SEC that "PAC expenditures have a statistically significant negative affect on firms' market value, both when examining their year to year PAC expenditures and also when examining their cumulative, 11 years, PAC expenditures." See Could the SEC please give democracy a hand. While it would be nice to get a ruling that evidence of political spending is per se sufficient to establish a credible basis for inspection, finding press reports like the Target one, is likely a better route. One can make a pretty strong case for potential mismanagement when a CEO is forced to apologize in the face of a threatened boycott.

Anyone know any good companies to look into?

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A good beginning to the idea. Now you want to ask some more questions about how to make this work. First, how to identify companies. So perhaps you want to talk to Charles Lewis and similarly-minded people who keep track of campaign contributions. And to Nell Painter and others who keep track of shareholder activism. You're looking for companies whose managing officers have long-standing political contribution relationships, and whose corporate PACs have made contributions to the same candidates. And where there are already interests interested in shareholder activism at work, so you have a further political base among the shareholders. What other forms of targeting research can you devise? Then on the operational side: Records inspection is but one form of pressure to apply. What are others, and what legal considerations affect your use of them?
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Revision 5r5 - 28 Apr 2012 - 15:16:37 - EbenMoglen
Revision 4r4 - 08 Mar 2012 - 18:24:28 - AlexAsen
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