And this, from the NYT story on corporate boards:
“In the absence of fraud or self-dealing, it’s hard for shareholders to make a legal argument that boards have failed at their job. State law in Delaware, where most big public entities are incorporated, simply requires companies to have boards that direct or manage their affairs, and it affords broad legal protection to board members so long as they act in good faith and in a manner “believed to be in or not opposed to the best interests of the corporation.”
That was the basis for the recent ruling of a Delaware judge who threw out most of the claims in a shareholder lawsuit seeking to hold Citigroup directors and officers liable for big losses tied to subprime mortgages. But the judge did allow the plaintiffs to pursue one of their claims, which alleged corporate waste stemming from a multimillion-dollar parting pay package that Citigroup’s board awarded Charles O. Prince III, the former C.E.O., in 2007.”
Capital is an excellent sides player. It finds the tax haven. It finds the state with the pro-biz laws. It finds the state with the no-usury law. It spreads its dark wings over the world, and there is no countering internationale, no labor group, to dance with it. Consequently, it wins. It wins. It wins. The more it atomizes, the better it globalizes.