I want to see the government re-open as much as anyone, but this bill fails to fix the moral issue we must solve. That’s why I voted against it.
I want to see the government re-open as much as anyone, but this bill fails to fix the moral issue we must solve. That’s why I voted against it.
In fact, Australia’s largest steel maker was initially seen as a potential winner. Shares of Bluescope Steel jumped last week after Mr. Trump vowed to impose tariffs because it has operations in the United States. Investors saw the possibility that the company’s American arm could charge more for what it makes.
The bigger hazard for the Australian steel industry is that American tariffs will force steel makers in other countries to send more of what they make to Australia. That could result in leaner profits, price wars and local layoffs.
“If the exports get the tariffs whacked on them, we’re going to have surplus of steel and aluminum in the marketplace — and at the same time as the rest of the world is,” said Daniel Walton, national secretary for the Australian Works’ Union, one of the country’s largest blue-collar unions.
It could, if steel and aluminum tariffs lead to something more drastic.
Canadian and European officials have already publicly discussed ways they could retaliate. United States trading partners could specifically target products made in parts of the country that support Mr. Trump, such as soybeans from the Midwest and bourbon from Kentucky.
“Right now, it’s just steel and aluminum, but it can very easily become much more,” said John Tang, a senior lecturer at the Australian National University’s school of economics. “This would threaten the stability of global markets.”
Cascading tariffs could hurt Australia. Exports of goods and services account for roughly one-fifth of its economic output. Australia’s economy is particularly sensitive to the economic scene in China, its largest trading partner and a major buyer of Australian food and minerals. If broader tariffs hurt Chinese growth, Australia will feel the impact.
It was supposed to be, at least according to Australian officials.
Local media has widely reported that Prime Minister Malcolm Turnbull reached a handshake deal with President Trump at the Group of 20 summit last year to exempt Australia from steel tariffs. While Mr. Trump has kept the details to himself, he has said no country will be exempt.
To many Australian officials, it feels like a betrayal.
“There’s a variety of reasons why Australia should be exempt, not least of which was the understanding reached at the G-20,” said Steven Ciobo, Australia’s trade minister, in an interview with local news media earlier this week.
The country has long been a central ally for the United States, but relations have sometimes been tested since President Trump came to office. Last year, the two leaders shared a contentious phone call. The two have taken pains since to put up a united front — at least until the tariff announcement.
“It appears now that a confidence guarantee, given verbally, counts for nothing,” said John Blaxland, professor of international security and intelligence studies at Australian National University. “In a relationship that has been about ‘shared values,’ it’s damaging. It’s deeply damaging.”
For now, officials and business leaders are publicly pushing the Trump administration to reconsider. But one option appears to be off the table for now: retaliation.
“There is no prosperity at all that flows from putting up trade walls or higher taxes on traded goods,” Mr. Ciobo told local media earlier this week.
Australia’s political posture is likely to remain measured.
“My sense in Australia is that most people are seeing President Trump as unbalanced and unduly influenced by emotional ups and downs: in how he responds to a phone call from Malcolm Turnbull, a comment from Kim Jong-un, or anyone across the spectrum in between,” said Prof. Blaxland.
Uber’s self-driving truck emerged from its 2016 acquisition of Otto, an autonomous trucking start-up founded by a former Google engineer. The acquisition was at the heart of an intellectual property lawsuit against Uber that was brought by Waymo, the self-driving car unit from Google’s parent company, Alphabet. The two sides settled the case last month.
While that legal case dragged out, the company continued to refine its driverless truck technology to find its place in an increasingly crowded field. Waymo has also said it is considering using its driverless car technology for trucks, while Tesla said it plans to introduce an electric truck with a self-driving mode built in.
Trucking is a natural target for automation. In theory, automated trucks can stay on the road longer than those with human drivers and, over time, are expected to be less prone to accidents because they don’t get sleepy or distracted. Eventually, these factors are expected to make self-driving trucks a cheaper alternative.
“We think self-driving technology has tremendous potential to solve some of the big problems that the trucking industry has today,” said Alden Woodrow, the product manager for Uber’s self-driving truck unit.
Uber launched Uber Freight, an app that matches truckers and trucking companies with loads to haul, in May 2017. In a business model that is similar to its ride-hailing service, Uber doesn’t actually handle the deliveries but works behind the scenes to create a marketplace for truckers and shippers.
The company said it was working out of two primary transfer hubs in Arizona — one in Sanders near the border with New Mexico and another in Topock near the California border.
Uber isn’t saying much about its self-driving trucks. It won’t disclose how many trucks it is using, how many miles they’ve driven or how often the human safety drivers had to intervene and assist the autonomous system. It is also not revealing many details about how the transfer hubs would work — including what they would look like, where they would be located and how the company planned to roll them out.
When it comes to the politically sensitive question of whether Uber’s technology will eventually eliminate trucking jobs, the company walks a fine line. For now, Uber said it believed the introduction of self-driving trucks would bring about more driving jobs, not fewer, in part because of greater demand as delivery costs fall. However, the nature of a trucker’s job may change — becoming something akin to a parcel delivery driver, shuttling trailers between the hub and local destinations.
While autonomous systems may one day be able to do everything a human truck driver does, Uber said it was not training its trucks to do it all, like back up to a loading dock or navigate around a busy industrial area.
“That is beyond the window of what we’re looking at,” Mr. Woodrow said. Uber is choosing to “focus the development of our technology on the highway only.”
China, under President Xi Jinping, has launched an ambitious plan to dominate mobile technology, supercomputers, artificial intelligence and other cutting-edge industries, putting huge resources behind an effort that it considers crucial to the country’s government, military and economy. Beijing wants to build its own technology champions and is encouraging companies to acquire the engineering, expertise and intellectual property from big rivals in the United States and elsewhere.
The aggressive push has set off alarms in Washington, with policymakers and lawmakers fearful that American giants could lose their edge. President Trump is now building up the country’s defenses, as the government investigates potential violations of American intellectual property rights and intensifies scrutiny of overseas deals.
The secretive panel that is reviewing the Qualcomm deal, the Committee on Foreign Investment in the United States, or Cfius, has taken on a central role in the resistance to Chinese investment. The panel, which is led by the Treasury Department and made up of representatives from multiple agencies, has the authority to block foreign acquisitions of American companies for national security reasons; it has effectively killed several acquisitions linked to Chinese buyers over the past year. Lawmakers are also calling to expand the powers of Cfius to reflect the broader scope of China’s interests.
“The Trump administration turbocharged it,” Tony Balloon, the head of the corporate China practice at the law firm Alston & Bird, said, referring to Cfius. “There is now a recognition in government that foreign investors, particularly from China, are getting more and more sophisticated on how they get access to technology in the U.S.”
With Qualcomm, the government has articulated its evolving vision for global economic leadership.
The company, which is a major supplier to the United States government, is a leading player in the race to build the next generation wireless technology, known as 5G. These high-speed mobile networks will form the infrastructure backbone that ultimately connects home appliances, streetlights and driverless cars to the internet. And Qualcomm’s chips will be in the multitude of devices and machines that will run on those networks.
“Having a well-known and trusted company hold the dominant role that Qualcomm does in the telecommunications infrastructure provides significant confidence in the integrity of such infrastructure as it relates to national security,” the Treasury official wrote in the letter.
The government specifically cited Huawei, the Chinese telecom-equipment giant, as a potential competitor that could move into a breach created by a merger. The Chinese company has spent heavily on 5G, and the government said it owns 10 percent of the essential patents.
“It is the new paradigm,” said Paul Triolo, head of global technology policy at Eurasia Group, a geopolitical risk consulting company. “That implies technologies with 5G, artificial intelligence, biotech and automation are now considered more sensitive and part of a national innovation base that needs to be protected.”
Broadcom said it was cooperating with Cfius, saying it was “making the combined company a global leader in critical 5G and other technologies.” Qualcomm, in an earlier statement, said the review was a “very serious matter.”
The letter and the call for an investigation reflect the newly forceful position of Cfius.
In most cases, the panel weighs in after a deal is announced. With Qualcomm, Cfius is taking a proactive role and investigating before an acquisition agreement has even been signed.
Cfius has stymied several deals in the past year.
MoneyGram, the money transfer company, and Ant Financial, the Chinese electronics payment company, called off their merger in January, citing regulatory concerns of Cfius. If the deal had gone through, Ant Financial would have had access to reams of financial data, which could have created security problems. Ant Financial has said that consumer data would have stayed in the United States.
Last year, the White House blocked a Chinese-backed investor from buying Lattice Semiconductor, which is a supplier to the United States government. China Venture Capital Fund Corporation, which was part of the investment group, is owned by state-backed entities.
“It’s very much an expansion of what is considered to be national security,” said Tai Ming Cheung, director of the Institute on Global Conflict and Cooperation at the University of California at San Diego. “This is about China’s efforts to invest and acquire key parts of the U.S. innovation system.”
Cfius could soon have even more muscle.
There is new legislation to broaden the jurisdiction of Cfius; it has bipartisan support in the Senate. The Trump administration has expressed support for rewriting the rules governing Cfius, and Steven Mnuchin, the Treasury secretary, said last year that the administration was working closely with the House and the Senate.
The bill, proposed by Senators John Cornyn, a Republican from Texas, and Dianne Feinstein, a Democrat from California, would give Cfius the authority to assess some types of joint ventures, minority investments and real estate transactions near military bases. The legislation would also widen the definition of “critical technologies” slated for potential review to include “emerging technologies that could be essential for maintaining the U.S. technological advantage over countries that pose threats, such as China,” according to a news release on the bill.
Adding to the scrutiny, the United States Trade Representative has also opened an investigation into whether China is “harming American intellectual property rights, innovation or technology development.” One concern is that American companies have been forced to hand over technology, create joint ventures and otherwise help homegrown players, in exchange for access to the Chinese market. Qualcomm, for example, has been working with the Chinese government to develop drones, artificial intelligence and mobile technology.
Technology companies are stuck in the middle of the fight between the United States and China. While there are concerns about Chinese encroachment, the industry also recognizes that such deals are the price for entry to the world’s second-largest economy. Companies have protested the proposed changes to Cfius, saying an expansion of its powers could be misused and that the new definitions of emerging technologies are unclear.
IBM has said the bill would limit the “ability of American firms to do business abroad while empowering foreign competitors to capture global markets.” The Information Technology Industry Council, a tech trade group, has lobbied against the changes, saying they add complexity for Silicon Valley companies that often have intricate business ties in China.
“They are between a rock and a hard place,” said Rob Atkinson, president of the Information Technology and Innovation Foundation, a think tank that is sponsored by technology firms like Microsoft. “The Chinese government says you have to do this to operate here. The U.S. says, but you can’t do that.”
Companies still have room to influence 5G technology because it has not yet been deployed. As of now, a group called 3GPP — staffed by engineers from many companies — has been defining the specifications so that devices that operate with 5G technology can “talk” to one another. The group delivered its first major set of standards in December.
Mike Thelander, an analyst with Signals Research Group, predicted that American carriers will have some 5G services operating in late 2018 but that smartphones that use the technology won’t be ready until 2019.
Qualcomm has long been one of the most active contributors of cellular technology, playing a particularly influential role in 3G technology as well as current 4G networks. Yet the effort to develop 5G standards has brought many new players to the fore, including Huawei, a relative newcomer to the field.
Huawei, which makes gear like cellular base stations and other key equipment to operate 5G networks, has been largely blackballed from the United States on national security grounds. But the Chinese company’s sales have surged elsewhere, such as Europe, and Huawei has taken a leading role in submitting technology for inclusion in 5G technical standards.
The Cfius letter estimated that Huawei owned 10 percent of the patents essential for 5G networks. A Huawei spokesman said it had been working on 5G since 2009, having spent $600 million on related research already and committing $800 million more in 2018 alone.
Many American carriers also buy cellular equipment from Sweden’s Ericsson, which has long helped set cellular standards and estimates that it has been working on 5G for a decade. Erik Ekudden, the company’s chief technology officer, said its technical contributions had topped those of any other company.
Other major contributors include South Korea’s Samsung Electronics, Finland’s Nokia and several companies in Japan. Intel, which has been determined to reduce Qualcomm’s market dominance in wireless chips, has also significantly stepped up efforts to influence 5G standards.
Officials appointed by President Trump have pointed to regulatory barriers that have kept the United States behind nations like China, which has a national plan for 5G networks using technology by Huawei and other Chinese companies like ZTE.
Last month, Brendan Carr, a Republican member of the Federal Communications Commission, announced a regulatory plan that would allow wireless carriers to bypass environmental assessments for the construction of 5G wireless infrastructure.
“The rest of the world is very conscious of our leadership in 4G, and they are questioning whether we will have the resolve to take the deregulatory steps necessary to extend our leadership into 5G,” Mr. Carr said.
Ajit Pai, the commission’s chairman, said last week in a speech to global telecommunications executives and regulators that the agency was prepared to make more spectrum available for those networks. The airwaves would need to be approved by Congress before companies could use them.
At last week’s Mobile World Congress, which is one of the biggest wireless trade shows, companies were quick to provide evidence of their leadership in 5G. Huawei, for example, demonstrated the first cellular base station that complies with the new 3GPP specifications, said Will Townsend, an analyst at Moor Insights and Strategy, a research firm.
Still, others at the event, which was held in Barcelona, Spain, said it was hard to top Qualcomm’s presence. The San Diego company, which gets much of its profits from licensing patents rather than selling chips, listed a string of technologies that it has shaped for 5G, with obscure descriptions like “Massive Mimo,” “flexible slot-based framework” and “scalable O.F.D.M.-based air interface.”
“If you walked through Qualcomm’s booth at Mobile World Congress, it is an amazing thing, in terms of the breadth of the technology they show and the quality of people they have staffing it,” said Robert DiFazio, a vice president in the research arm of InterDigital, another company that contributes to cellular standards.
Russ Solomon, who died on Sunday at 92, created what for many music fans was the ultimate music emporium: Tower Records, whose yellow-and-red color scheme, “No Music, No Life” slogan, and wide aisles stocked with LPs and CDs defined the retail music business in the pre-digital era. At its peak, the chain had nearly 200 stores in 15 countries and more than $1 billion in annual sales, before debt and shifting consumer habits forced it to close in 2006.
Starting at his father’s drugstore in Sacramento, where he sold used jukebox records as a teenager, Mr. Solomon built a retail empire that became known as much for its selection — vast by brick-and-mortar standards — as for the culture that surrounded it. Employees were opinionated aficionados, and Tower stores, open till midnight, were gathering places for fans. The locations on Sunset Boulevard in Hollywood and on Broadway in Greenwich Village became tourist meccas.
The shops even made devotees of the stars. Bruce Springsteen and Bette Midler were regular visitors, but Tower’s most famous patron was Elton John, for whom the Hollywood store would open early. “All Things Must Pass: The Rise and Fall of Tower Records,” a 2015 documentary, includes footage from the 1970s of Mr. John briskly walking the aisles and tossing brand-new vinyl records into a cardboard box.
Mr. Solomon relied on debt to fuel Tower’s expansion, creating a burden that weighed heavily on the company’s finances by the early 2000s. By that point, the stores had also been hit by an industrywide plunge in record sales precipitated by online piracy. The company lost $10 million in 2000 and $90 million in 2001.
Tower’s parent company declared bankruptcy in the United States in 2004. Two years later, after liquidation sales had emptied its miles of CD racks, Tower shut down its 89 American stores. Workers left a message outside the first store, in Sacramento: “All things must pass.”
Sales of physical albums in the United States, which peaked at 785 million in 2000, fell to 103 million last year, according to Nielsen, as music consumption shifted to digital formats.
Despite Tower’s disappearance from most of the world, it still has a major presence in Japan; the company sold its Japanese locations in 1999 to raise cash. The flagship store in central Tokyo is like a time warp for travelers, with nine floors of music, in-store performances and, out front, a comforting sign in yellow and red with a familiar message: “No music, no life.”
The Weinstein Company has been struggling to remain afloat since October, when The New York Times and The New Yorker magazine disclosed decades of sexual harassment allegations against the company’s co-owner Harvey Weinstein. Mr. Weinstein has denied engaging in “non-consensual sex.”
The investor group, which includes the billionaire Ron Burkle, appeared to be closing in on a deal for the Weinstein Company once before, but talks broke off after Eric T. Schneiderman, the New York attorney general, expressed concerns.
But Mr. Schneiderman hosted a meeting between the two sides on Thursday that helped reach an agreement. Mr. Schneiderman did so after the buyers and sellers had committed to terms that he deemed paramount: adequately compensating victims, protecting employees and ensuring that those who enabled or perpetuated Mr. Weinstein’s conduct would not be rewarded.
Mr. Schneiderman sued the company, Harvey Weinstein and his brother Bob Weinstein on Feb. 11, alleging that they had violated state and city laws barring gender discrimination, sexual harassment and coercion.
Amy Spitalnick, the press secretary for the attorney general, said that Mr. Schneiderman’s lawsuit against the Weinstein Company and the Weinstein brothers remained active and an investigation into wrongdoings at the studio was ongoing.
Even the mere threat, last August, that Mr. Cohn might leave sent the financial markets tumbling.
And his planned exit comes as the president is making a more aggressive return to the nationalist policies that helped sweep him into office as the 2018 midterm elections approach.
Mr. Trump’s announcement last week that he would levy tariffs on aluminum and steel imports was the most immediate catalyst for Mr. Cohn’s departure, according to people familiar with his thinking. Mr. Cohn, a longtime proponent of free trade, believed the decision could jeopardize economic growth.
His plan to leave also followed conversations Mr. Cohn held with the president in recent weeks about the possibility of replacing John F. Kelly as White House chief of staff, said people who were briefed on the matter. The president never formally offered Mr. Cohn the job, those people insisted, but Mr. Trump had discussions with him about whether he would be interested.
Mr. Kelly said he would “miss having him as a partner in the White House, but he departs having made a real impact in the lives of the American people.”
People close to Mr. Cohn said that he had planned to stay for roughly a year, and that he had accomplished a number of things he cared about. That included the $1.5 trillion tax cut that Republicans passed last year.
As the Republican Party struggles to find its footing with the next generation of voters, several conservative college groups have banded together to champion something anathema to the party: a carbon tax.
The group is led by the Yale College Republicans, the main campus student organization for young Republicans at Yale, and includes other prominent GOP groups at 22 other schools around the country including Clemson University in South Carolina, North Carolina State University and Texas Christian University in Fort Worth, Texas. Under the name Students for Carbon Dividends, the coalition is backing an idea first broached by Republican heavyweights including former Secretary of State James A. Baker III and former Secretary of State George P. Shultz: Tax the carbon pollution produced by burning fossil fuels and then return the money to consumers as a dividend in the form of monthly cash payments to individuals, both adults and children alike.
Late last month, several of the campus Republican leaders involved in the climate change coalition visited Washington to volunteer at the Conservative Political Action Conference, the annual gathering of conservative activists and politicians.
Republican strategists said the budding movement reflected an important shift on social and environmental issues that could divide the party along generational lines. Political polls suggest that millennials are dissatisfied with what they see as politics as usual from both parties. But Republicans said they worried their ranks would bear the brunt of the shift as young people moved away from party orthodoxy on issues like guns, gay marriage and climate change.
“I think what we see is that, at a time when younger voters are rejecting party politics broadly, they’re rejecting the Republican Party at a much higher rate because what they see, according to them, is a party that doesn’t want to listen and doesn’t want to grow,” said Doug Heye, a former communications director for the Republican National Committee.
“It’s a problem right now, but it’s going to be a catastrophic problem in five years or 10 years,” Mr. Heye said.
The leaders of nearly two dozen Republican student groups involved in the coalition said they and their peers accepted the scientific consensus that humans have played a significant role in warming the planet. Many said they were tired of hearing Republican leaders deny climate change and did not want their party branded as anti-science.
“As a party, we’re losing voters rapidly because of this issue,” said Kiera O’Brien, president of Harvard University’s Republican club, which is a member of the carbon-tax coalition. “I’m increasingly frustrated by the fact that the science is disputed when there’s clearly evidence of climate change. We need to have a solution for our party, but we also need a solution that’s an alternative between doing nothing or ceding everything to the government.”
By embracing what they call a conservative approach, the students said they hoped to help move the Republican Party on the issue.
Under the plan the students are proposing, an initial tax of $40 per ton of carbon would be levied at the point where fossil fuels enter the economy, for instance a mine or port. The tax would increase over time. That money would then be returned to taxpayers in a per-person monthly payment, with half-payments going to children under the age of 18 and a limit of two children per family. The Climate Leadership Council created by Mr. Baker and Mr. Schultz estimates a dividend would amount to about $2,000 a year for a family of four.
As part of the deal, there would also be limitations on regulatory actions like the Clean Power Plan, which former President Barack Obama imposed to reduce carbon emissions from coal-fired power plants. Members of the coalition said they considered a promise to scale back future regulation key to encouraging Republican support.
Alexander Posner, 22, a Yale University senior who founded the group, said he has been interested in climate change and energy for years. When he read about the climate council Mr. Baker and Mr. Schultz began last year, he signed up for an internship. Soon after, he started contacting his peers at Republican clubs across the country to sound them out on creating a coalition of their own.
“We’ve had a lot of conversations, and literally not once has the validity of climate science come up,” Mr. Posner said. “I think students really want to have a solutions-based discussion.”
The coalition of 23 Republican student groups, five college Democratic clubs and three university environmental clubs comes at a unique moment of youth political activism. Students nationwide are mobilizing for gun control, inspired by the survivors of the school shooting in Parkland, Fla., and Mr. Posner said that, despite the profound differences in the two movements, young Republicans working on issues like climate change were watching the gun protests with interest.
“I think the common theme here is if representatives are not responding to the desires of their constituents, in particular young people,” he said, “then young people are going to step forward. This coalition on the climate front is sort of a reflecting of the inaction of adults.”
Last week the nonprofit Alliance for Market Solutions issued a survey on millennial attitudes toward climate change showing that nearly 60 percent of young Republicans acknowledge that human-induced climate change is real, and 88 percent of young Democrats. A majority of young people of both parties said they believed steps should be taken to slow or stop climate change.
“Young voters don’t necessarily have strong views on what should be done about climate change, but doing nothing is not a path that most young people, including Republicans, tend to support,” said Kristen Soltis Anderson, the Republican strategist who conducted the survey.
Harrison Preddy, 22, a senior majoring in political science at North Carolina State University, said he was skeptical when he first saw Mr. Posner’s email asking him to embrace a carbon tax and dividend. But when the two spoke on the phone, Mr. Preddy said, “it started to speak to what I had been feeling we were missing for so long.”
Raised on a tobacco farm about 45 minutes outside of Raleigh, N.C. — Mr. Preddy jokes that his family couldn’t afford pesticides, so they were organic farmers before it was cool — he said accepting the science of climate change was not a leap for him because his family had long been attuned to shifting weather patterns. But, he said, he rejected the solutions put forward by Democrats, including regulations like the Clean Power Plan, because he believes they ignored economic hardships posed on communities that depend on fossil fuel production.
“I’m a strong believer that we need to take action, but at the same time I understood the plights of coal miners, the plight of economic restructuring. It’s a heart-string issue for me,” Mr. Preddy said.
Ms. O’Brien said growing up the daughter of a biology teacher near the Tongass National Forest in Alaska taught her a respect for both science and the environment. Ms. O’Brien said she has found the lack of a coherent Republican Party position on climate change her single biggest challenge in recruiting students to the conservative movement.
“The question I will frequently get is, ‘Why do you hate the planet? Why do you not like science?’” she said. “We can’t be a party that’s entrenching itself in a dying planet.”
Dylan Jones, chairman of the Republican club at the University of Kansas, called addressing climate change a pro-life issue. Mr. Jones, a strong supporter of President Donald Trump, said he questions a good deal of what is said about climate change. But, he said, he believes lawmakers should find a way to protect the planet.
“If the Republican Party is really the party of life, then we fight for life under every circumstance,” he said. “Now it’s time for young people like myself to come up with ideas and solutions so we can be part of the discussion and debate instead of sitting on the wayside and denouncing science.”
The Republican National Committee did not return a call to discuss the group’s proposal or its strategy toward younger conservatives. The party platform established ahead of the 2016 presidential election takes no position on the science of climate change other than to say the United Nation’s scientific body, the Intergovernmental Panel on Climate Change is “a political mechanism, not an unbiased scientific institution,” and that its conclusions should be assessed in that context. The I.P.C.C. is the principal international scientific body charged with reviewing climate science and issuing reports about the risks to the world’s government
Mr. Baker said in an interview he believes the idea of a carbon tax and dividend can appeal to those who question climate change science. “I’m sort of a climate change skeptic,” he said. “I do think the climate is changing but I don’t know why, and I sure don’t understand the extent to which man may be responsible for it.”
But, Mr. Baker added, uncertainty about the magnitude of the threat shouldn’t be an excuse not to act. “This is a free-market based solution,” he said.
WE THE CORPORATIONS
How American Businesses Won Their Civil Rights
By Adam Winkler
Illustrated. 472 pp. Liveright Publishing. $28.95.
Around 300 B.C., the Romans invented a new way for a group of people to buy property and enter into contracts. Instead of making deals with a partner or set of partners, people could use a legal fiction that they were an entity, a societas publicanorum. This new institution was owned and controlled by investors, but legally separate from them. The privilege to act as a societas publicanorum was rare, and required a decree by the Roman Senate or the emperor.
Nearly 2,000 years later, versions of this legal innovation came to be used by English businesses, churches, guilds and cities, and by the investors behind the Virginia Company in colonial America. They were known as corporations. Like the societas publicanorum, corporations required a special charter from the king, giving its owners powerful but limited rights: the right to collectively hold property, form contracts and have access to the courts. Corporations were quasi-public, and each corporate charter was unique, comprising highly detailed rules including how much the corporation could charge for its products. Eventually, corporate investors gained a special prize: the privilege of limited liability, which allowed them to avoid personal legal responsibility for the corporation’s actions.
These corporations did not merely come to America; according to Adam Winkler, a law professor at the University of California, Los Angeles, arguably they founded it. From 1607, when the Virginia Company established the Jamestown colony, corporations have been inextricably embedded in American life, Winkler maintains in his excellent and timely new book, “We the Corporations.” The corporation of the British East India Company inspired the colonists in a different way. The bailout of the company by England — including the Tea Act of 1773, which lowered the price of tea in the colonies while preserving the tax colonists paid on it — infringed the colonial charters and led to the protests that were instrumental in sparking the Revolutionary War.
Winkler’s chief contribution is to show how corporations have been some of the most important innovators in American law, shaping it for good and often ill. Since the early days of the Republic, corporations have invested substantial capital in some of the country’s most talented and charismatic lawyers, pushed risky lawsuits and been on the “cutting edge” of rights-making. They have not been passive recipients of legal change but, rather, among its most significant architects.
Winkler frames this history provocatively, as an ongoing “civil rights” movement for corporations, which “have pursued a longstanding, strategic effort to establish and expand” their rights in American constitutional law. He proves his thesis by recounting two dozen critical moments when corporations pushed the limits of existing law and mostly won new rights. While the corporation of early America was an “artificial person” — Blackstone’s term — for purposes of property ownership, contracts and lawsuits alone, Winkler shows how “today corporations have nearly all the same rights as individuals: freedom of speech, freedom of the press, religious liberty, due process, equal protection, freedom from unreasonable searches and seizures, the right to counsel, the right against double jeopardy and the right to trial by jury.”