The individual—a natural man or woman—may stand upon constitutional rights as a citizen. He is entitled to carry on private business in his own way. His power to contract is unlimited. He owes no duty to the State or to neighbours to divulge his business or open his doors to investigation so far as it may tend to incriminate him. He owes no such duty to the State, since he receives nothing therefrom beyond protection of life and property. His rights existed by the law of the land long before the State was organised, and can only be taken by due process of law in accordance with the Constitution. Among those rights are refusal to incriminate himself and immunity of person and property from arrest or seizure except under warrant of law. He owes nothing to the public so long as he does not trespass upon their rights.
On the other hand, the corporation is a creature of the State. It is presumed to be incorporated for the public benefit. It receives special privileges and franchises, held subject to the laws of the State and the limits of its charter. Its powers are limited by law. It can make no contract not authorised by its charter. Its right to act as a corporation lasts only while it obeys the laws of its creation. The legislature retains a right to investigate its contracts, to see whether powers were exceeded, and to demand corporate books and papers. It would be strange if a State that chartered a corporation could not inquire how franchises were used or abused.
— Adapted from Hale v. Henkel, 201 U.S. 43 (1906).
| Corporation | Natural man / woman |
|---|---|
| Creature of the State | Antecedent to the State |
| Powers limited by charter | Power to contract unlimited |
| Privileges and franchises | Rights by law of the land |
| Books open to the State | No duty to incriminate self |
From Hale v. Henkel — standing decides the rules that apply
Where you stand is the difference: unlimited private contracting power and antecedent rights—or limited corporate franchise under the State that created it. Do not let them treat the living as the franchise.