Business Law 101 or: Why a Corporation is a Person

There has been a lot of outcry in the social media lately about whether a corporation is or isn’t a person. It seems to me that someone has taken something out of context and used it to lash people who do not know the law into a frenzy. So here’s the scoop, folks. And why should you believe what I say? Because I am a business law attorney. This is what I do, and have done for more than 10 years.

OK, so. Let’s talk about forms of business. When a natural person starts a business, it’s usually a sole proprietorship, which simply means a business with one individual owner. Under the law, there is no difference between the business owner’s personal life and their business life. The owner’s business assets can be seized to pay the owner’s personal debts, and more importantly, the owner’s personal assets can be seized to pay the business’s debts.

So how does an individual protect his personal assets (i.e., his house, his car, his children’s toys, and the cash he uses to feed his children) from business liabilities? He (or she) forms a corporation. The corporation is what we lawyer-types call a legal fiction – it is an entity separate from its owner. It pays its own taxes, nearly always at a higher marginal rate than the owner’s personal rate. It buys and sells property in its own name. It can sue and be sued in its own name. Why? Because the legal definition of “person” includes corporations.  If a corporation was not a “person” under the law, there could be no way to protect the business owner’s personal assets from something horrible that happened in his business.

Let’s take a common occurrence as an illustration. A decides that she has a product that the world desperately needs. Her market research shows a need, so she starts making and marketing the product. A million units later, the manufacturing process hiccups and a single unit explodes, injuring Customer’s child. Customer sues A for damages done to the child.

If A is a sole proprietor, depending on the state where she lives, she could lose EVERYTHING. She could lose her house, her car, her business (remember, this is how she supports her family). Her family could be homeless, and now her children don’t have a place to live.

If, however, A formed a corporation, Customer would sue the corporation. A’s personal property would be protected and her children would be OK. The corporation may be out of business, but A and her family are still on her feet.

Do you begin to see why it is important that a corporation be a “person” under the law? It all has to do with protecting the owner.

Besides all that, who is a corporation, really? It’s people. The shareholders are people. The directors and officers are people. Corporations aren’t faceless. They are operated by people. Those people are generally decent, just like you. Sure, there are a few bad apples. There are in ANY group – of people.

So don’t buy in to the falsehood that corporations shouldn’t be people under the law. If we did away with that very basic point of American law, many more individuals would be bankrupt and out on the streets. Corporations are the backbone of American business – I’m not talking about megacorporations; I’m talking about the small Mom & Pop corporations that are formed every day. Be aware. Be informed. And for all our sakes, don’t just fall into lockstep with any political party’s agenda.

National Tragedy

Eleven years ago today, I watched the World Trade Center collapse in the only act of war committed on American home soil in my lifetime. I remember the sick horror of realizing how many people were dying as I watched. I remember that it seemed almost unreal, and the tears streaming down my face and the horror in my stomach were the only cues that I was witnessing actual events. I remember that most of the NYFD and many of the NYPD died doing their jobs that day. I remember the acts of heroism on United 93. I remember the silence while the planes were grounded. I remember all of it. Justice for those who died was a long time coming, but the mastermind behind it all has now paid for his act of war.

But I also remember my countrymen cowering at home and begging President Bush to keep us safe from further attacks, not realizing that you can be free or you can be safe, but it is impossible to be both. I remember the same people pilloried President Bush for doing exactly what we begged him to do in the aftermath of the terrorist attacks.

So for me, the real tragedy of 9/11/01 is not that so many people lost their lives. It's that the American people chose safety over freedom out of fear, which means that the terrorists have already won.

A Great-Grandmother's Prayer

Yesterday, my grandmother gave me a framed photo-set of me as a baby. I was confused by this until she told me to look on the back.

This is what my great-grandmother (Grandma's mother) had written on the back:

"Dear Lord, help little Erin to have good discipline, and to receive it, and God bless this family, Lord, that little Erin may yield to the convicting power of the Holy Spirit when she gets old enough to understand right from wrong and accept Jesus as her Savior.  And that she will be sanctified wholly and live a consecrated and dedicated life for Christ.  Give her a passion for lost souls. Help her to honor hr mom and dad that she may live long on the Earth if Jesus tarries.  This is my prayer for sweet little Erin." -- Grandma Hanson

It's humbling to read something written about and for me long before I was conscious of the world. It's amazing to think of this hidden prayer committed to writing and undiscovered until someone took the photos down. The love and faith that shines through an elderly woman's myopic scrawl just leaves me speechless.

Going Grain-Free

The other day, a friend asked if I had any suggestions for starting a grain-free diet. Actually, I do. Here are a few:

1.  Make sure that grain-free is the right diet for you.  It’s not for everyone. I am allergic to both wheat and corn, as it turns out, so I decided to try grain-free for 90 days to see how it works for me.  If you’re not allergic to any grains, then it might not make sense for you. I’ve started recommending that if you’re considering a change in diet, first go get tested for food allergies. To get the results you want, it may be as simple as cutting out foods to which you are allergic.

2.  Read labels.  If you choose to try grain-free, you’re going to have to find out which foods have hidden grains. You will be astonished at where corn can hide, in the forms of corn starch and corn syrup. Even Campbell’s soup has either wheat gluten or corn syrup in most varieties. 

3.  Go through your cabinets, freezer, and refrigerator.  Throw out everything that has any grain substance in it. I mean everything. Grain-free is hard, and you will have weak moments. If the food isn’t in the house, you won’t eat it.

4. Be creative about what you CAN eat.  Once you get rid of your grains, you might wonder what you can eat. The short answer is meat, vegetables, fruit, and dairy. (I am not talking about the Paleo diet – that requires you to give up dairy and processed sugar.)  Also peanut butter and soy.  Chocolate (if you’re careful about what type).  This is the time to mix things up. I like carrots and mustard, peanut butter and celery, that sort of thing.  Frozen fruit, canned fruit.  Focus on protein – it burns more slowly than carbohydrate, so it won’t give you the crash that follows a sugar rush. 

5.  Give yourself time to adjust.  Eliminating grains is not easy.  I do better cold turkey, but you might do better tapering off. Realize that you will have cravings, and make sure that you have suitable snack replacements on hand.  Don’t try to count calories or carbs or whatever you’ve been doing, either. Eat when you’re hungry, stop when you’re no longer hungry.  And most importantly, if you fall off the wagon, forgive yourself and get back up.

If you have any questions about any of this, just ask. And if you decide to go grain-free, best wishes!!

God Manifest

Feeling a little stunned right now. At lunch yesterday, Caitlin and I were talking about living passively as opposed to living actively, and how we can change our lives if we choose to do so. She's found a book along the lines of the principles of attraction, and was talking about manifesting her dreams. Of course, my approach is a little different, but she asked me, "Why not manifest perfect health for yourself?"

I thought a lot about that yesterday, because the day before I'd heard from the doctor about my blood test results, and they were terrible. Several years ago, I prayed for God to heal my mother's kidney disease, and it is ever so slowly (but noticeably) reversing itself. I know several stories of divine healing, and I began to wonder why I never asked for it for myself. So last night, I told God that I don't need to manifest perfect health for myself, because He can manifest it if He chooses to do so.

This morning, this article about corn gluten appeared in my Facebook feed. I followed the link and found this article detailing all the diseases that have been connected to non-celiac gluten sensitivity.

Everything I've been diagnosed with is on this list. Everything.

So I decided to see if any doctor who follows the principles of the Gluten Free Society is in the area. Guess what? The founder is in Sugar Land. A 3-hour drive. And there's a life coach in Round Rock who's been through the first level of his GF certification. Round Rock. I drive there regularly to visit friends.

Could the solution really be that easy? That close? All I have to do is reach out and take it? And there are two guides within driving distance who can help? If I can recover and maintain perfect health by eliminating all gluten from my diet, why should I not do it? It's such a simple solution. And by "simple" I do NOT mean "easy." From what I can tell, what the GFS calls a "true gluten free" diet is actually grain-free.

I will need coaching and guidance and encouragement, but it would be all worthwhile if my body would heal and start working properly.

The timing is so significant. Rarely have my prayers been answered so promptly. "You want perfect health? Here. Here's the way to do it." God is so amazing.

Living with a Chronic Illness - To Clean or Not to Clean?

It's hard enough to keep your living space clean when you're not ill. So how can you keep up when you are? How do you clean the bathroom when you can barely stand? Keep the floor clean when you don't have the strength to push a carpet cleaner around?

Obviously, the easiest thing to do is to hire someone to do it for you. But really, how many of us can afford that? So if you, like me, have to do it yourself, here are the products that help me try to keep the dust and cat hair under control. Hopefully some of them will help you.

1. A good vacuum cleaner is a must. If you're like me, you don't want a heavy carpet sweeper, and you need something that will clean both carpet and hard floors. I use the Miele Neptune. It's a bit pricey, but it's a great canister vacuum with all the necessary attachments. The wand and heads will fit under most furniture, and it has two filters. Lightweight, easy to carry around, and very good suction.

2. For mopping, the Swiffer Wet Jet is everything the commercials promise. The liquid is safe for children and pets, and when you've finished mopping, just take the pad off and throw it away. Nothing could be easier, and it smells fresh and clean.

3. Dusting is a chore no matter what. I love the Swiffer Duster because it gets into all the nooks and crannies and traps the dust in itself. And again, when it's full, throw it away. I love disposable stuff, can you tell? :-)

4. The Mr. Clean Magic Eraser line of products are fabulous. It wipes off counters, cleans grease from the stovetop, gets dark spots off from the stainless steel sink, and I even cleaned the metal part of my crock pot with it today. Also works great in the bathroom to get hard water spots off the counter and spigot. They have the regular, the extra strength, and big ones for the bathroom.

5. Speaking of bathroom, the easiest way to clean the toilet ever is with Scrubbing Bubbles Fresh Brush. The brushes have the cleaner inside them - insert them into the wand, swish around the bowl, and release the brushes when you're done. They flush! I am such a big fan of these. There are also scrubbers for really tough stains. And then to finish the bathroom, wiping down all the surfaces, Scrubbing Bubbles also makes flushable antibacterial wipes!

So what have you found that makes chores easier? Particularly vacuum cleaners, because I know that Mieles don't fit everyone's budget.

Still breathing

Haven't posted anything here lately because I haven't had anything worth saying. Hope you all are well.