Policy Document Series · Issue 32 of 35 · April 2026
Redesigning the Corporation to Serve Workers, Communities & Long-Term Value
American corporations have been redesigned — starting with a 1970 manifesto, accelerated by a 1982 SEC rule — to funnel wealth upward and treat workers, consumers, and communities as costs to be minimized. $7.37 trillion in buybacks. CEO pay up 1,094%. Products engineered to fail. Communities abandoned overnight. This is not capitalism working — it is extraction masquerading as capitalism.
Contents
This is not anti-business. It is anti-extraction.
The fix is structural: redesign the internal dynamics of the corporation so that consistent, sustainable returns serve shareholders, workers, and communities simultaneously. Starting with a 1970 manifesto and accelerated by a 1982 SEC rule, the American corporation was redesigned to funnel wealth upward and treat workers, consumers, and communities as costs to be minimized. The quarterly earnings treadmill has dismantled the social contract: $7.37 trillion in stock buybacks while workers got 26% wage growth against 1,094% CEO pay growth.
The Consumer Financial Protection Bureau — an agency that returned $21 billion to over 200 million consumers despite being born hobbled by Dodd-Frank restrictions — has been gutted. This platform rebuilds the CFPB in full force as an independent authority with legal authority to keep people honest, and fixes the original restrictions from the start: the auto dealer exemption is repealed, the $10 billion asset threshold eliminated, the FSOC veto abolished, the single-director vulnerability replaced with a five-member bipartisan commission, and the funding cap removed.
The eleven pillars address every dimension: (1) End the Buyback Era — 12% excise tax, 2/3 supermajority; (2) Executive Compensation Reform — 25:1 pay ratio cap for tax deductibility, clawback provisions; (3) Mandatory Long-Term Reporting — 5- and 10-year metrics, stakeholder impact; (4) Product Quality — right to repair, planned obsolescence prohibited; (5) Worker Codetermination — 1/3 board seats for companies 500+, 1/2 for companies 2,000+; (6) Tax Long-Termism — progressive capital gains by holding period; (7) Community Obligation — 12-month closure notice, retraining funds; (8) End Greedflation — FTC price gouging authority; (9) Federal Benefit Corporation Framework; (10) Rebuild the CFPB — independent authority, full enforcement power, fixed from the start; (11) Investor Accountability.
The incentive structure is perfectly designed to produce exactly the behavior we see — and the behavior we see is extraction.
The CFPB was born restricted: Auto dealers won an exemption from oversight. Banks under $10B were shielded. The FSOC was given veto power over any CFPB rule. A single-director structure made the agency vulnerable to presidential capture. Despite all these handicaps, the CFPB returned $21 billion to over 200 million consumers and took 350+ enforcement actions. The problem was not just the current attack — it was the original restrictions that made attack possible. We fix both.
A 50-year ideology of extraction built on a single op-ed and one SEC rule change.
1970
The Friedman Doctrine: A Single Op-Ed Rewires Corporate America
Milton Friedman's New York Times manifesto declared that a corporation's sole social responsibility is to increase profits for its shareholders. The Business Roundtable formalized shareholder primacy in 1997. Business schools adopted it as doctrine. Executive compensation was redesigned around it. The legal interpretation of Dodge v. Ford was stretched to require it. A 50-year ideology of extraction was built on a single op-ed.
1982
SEC Rule 10b-18: The Buyback Safe Harbor
When the SEC created Rule 10b-18, it provided a safe harbor from market manipulation charges for companies repurchasing their own stock. The result was the practical legalization of buybacks at scale. Companies quickly discovered that buybacks were the most tax-efficient way to distribute cash to shareholders — and that they had the added benefit of inflating the stock-based compensation of the executives who approved them.
1993
Quarterly Earnings Culture & Stock Option Compensation
The 1993 Clinton-era tax reform capped the deductibility of executive base salary at $1 million but exempted "performance-based" compensation — intended to align executive pay with performance. Instead, it accelerated the shift to stock options and awards, creating massive incentives to maximize short-term stock price. The average stock holding period fell from 8 years in the 1960s to less than 1 year in 2010.
1980–2010
Financialization Over Production
Financial sector profits grew 800% between 1980 and 2005. Manufacturing's share of GDP fell from 28% to under 10%. The economy reoriented from making things to extracting value from financial instruments. Companies that produced goods were acquired, stripped, and financialized. Communities built around production were abandoned. The logic was consistent throughout: maximize returns to capital, externalize all other costs.
2010
CFPB Restrictions From Inception
When Congress passed Dodd-Frank, the financial industry's lobbying produced a series of structural restrictions on the CFPB embedded from day one: the auto dealer exemption, the $10 billion asset threshold, the FSOC veto, and the single-director structure. These were not accidents — they were the price of passage. They also made the agency permanently vulnerable to political capture, as demonstrated in both Trump terms.
Every developed economy that outperforms the United States on worker welfare, product quality, and corporate stability has some form of codetermination, long-term investment incentives, or mandatory stakeholder accountability. These are not radical experiments — they are the proven mainstream of developed-world corporate governance.
| Country / Model | Corporate Governance | Key Mechanism | Result |
|---|---|---|---|
| United StatesShareholder primacy | Friedman doctrine; buybacks legalized 1982; quarterly earnings culture | SEC Rule 10b-18 safe harbor; stock-based executive comp; no codetermination; CFPB gutted | CEO pay 281:1 vs. workers; $942.5B in buybacks (2024); manufacturing 9.7% of GDP |
| GermanyCodetermination / Mitbestimmung | Stakeholder model; workers elect half the supervisory board at companies with 2,000+ employees (Mitbestimmungsgesetz 1976) | Binding worker representation on boards; co-decision rights on major changes; patient capital culture | Zero net job loss in 2009 financial crisis — only G7 country; 14:1 CEO-to-worker pay ratio; strong manufacturing base |
| Nordic CountriesSweden/Denmark/Finland | Strong trade unions; codetermination; active shareholder engagement; high transparency | Collective bargaining covers 70–90% of workers; worker board representation; transparent executive pay; long-term institutional ownership | Lowest CEO pay ratios in developed world; high worker productivity; strong social contract between corporations and communities |
| FrancePACTE Law 2019 | PACTE reformed corporate purpose; companies can define raison d'être beyond profit | Benefit corporation charter; Repairability Index on electronics (1–10 score); shrinkflation disclosure requirements | Model for our federal benefit corporation framework (Pillar 9) and Repairability Index (Pillar 4); proven effective at shifting corporate behavior |
| United KingdomCorporate Governance Code | UK Corporate Governance Code; Companies Act 2006 s.172 stakeholder duty | Directors must consider workers, communities, environment alongside shareholders; binding say-on-pay for 3 years if under 75% approval | Binding say-on-pay model adopted in Pillar 2; stakeholder duty model reinforces mandatory reporting requirements |
| European UnionCSRD 2024 | Corporate Sustainability Reporting Directive; mandatory sustainability reporting for large companies | Mandatory third-party assured reporting on environmental, labor, and community impacts; double materiality standard; covers 50,000+ companies | Model for mandatory stakeholder impact reporting in Pillar 3; CSRD standard adopted and expanded for US context |
Germany's codetermination model is the gold standard: demonstrated by its ability to maintain full employment through the 2009 financial crisis without the devastating job losses that struck the United States. France's Repairability Index provides the direct model for Pillar 4. The EU's CSRD provides the direct model for mandatory stakeholder reporting in Pillar 3. These are not ideological experiments — they are proven policy running in the world's most competitive economies.
Eleven structural reforms addressing buybacks, executive pay, reporting, product quality, worker power, tax incentives, community obligations, price gouging, corporate structure, consumer financial protection, and investor accountability. Together they redesign the internal dynamics of the corporation.
Increase the buyback excise tax from 1% to 12% (the ITEP revenue parity rate), phased over three years (4% → 8% → 12%). Before 1982, buybacks were largely prohibited as market manipulation — the bar for approval should reflect that history.
Cap corporate tax deductibility of executive compensation at a 25:1 CEO-to-median-worker pay ratio. This does not cap pay — it removes the public subsidy for extreme inequality. If companies want to pay their CEOs 500 times their median worker's salary, they are free to do so — with their own money, not a corporate tax deduction.
Companies must discontinue quarterly earnings guidance — shifting analyst focus to annual and multi-year metrics. Annual reports must include 5-year and 10-year performance metrics alongside quarterly results. Mandatory reporting on workforce metrics (median wage, wage growth, turnover, benefits coverage) and product quality metrics (warranty claims, recall frequency, repair rates, customer satisfaction trends).
Federal Right to Repair Act: products must be designed to be repairable; manufacturers must provide parts, tools, and documentation; planned obsolescence as a design strategy is prohibited. Mandatory Repairability Index on all electronics and appliances modeled on France's proven system — a 1–10 score on packaging and at point of sale.
Full German codetermination model: workers elect one-half of board members at companies with 2,000+ employees; workers elect one-third of board members at companies with 500–2,000 employees; mandatory works councils with co-decision rights at companies with 100+ employees. Works councils have binding veto over working hours, overtime, safety, technology changes, and mass layoffs.
Progressive capital gains tax by holding period creates massive financial incentives for investors to think like owners, not renters — rewarding patient capital and penalizing speculation that cannibalizes companies for short-term gain.
Federal Plant Closing Accountability Act: advance notice increased to 12 months (up from 60 days under the WARN Act) for facilities with 100+ employees; mandatory good-faith transition support including retraining funding, severance minimums, and community economic adjustment grants. When the math changes, communities cannot be abandoned overnight.
Excessive pricing authority: the FTC is empowered to investigate and penalize excessive price increases in concentrated markets (CR4 > 60%) not justified by documented input cost increases. Profits drove 40–53% of inflation in 2021–23, compared to the historical norm of 11%. This is not supply-chain inflation — it is extraction inflation, and it has a remedy.
Create a Federal Public Benefit Corporation (PBC) charter available to any company that commits to stakeholder governance (board includes worker, community, and environmental representatives), transparent profit allocation, a maximum 50:1 CEO-to-median-worker pay ratio, minimum workforce investment standards, and third-party stakeholder impact audits. Voluntary — but creates powerful financial incentives for responsible corporate structure.
The CFPB was born restricted. Despite being born hobbled, it returned $21 billion to over 200 million consumers, collected $5 billion in civil penalties, processed over 5 million consumer complaints, and took 350+ enforcement actions. We rebuild it in full force — and fix the original Dodd-Frank restrictions from the start.
Fix the original restrictions:
Restore and expand enforcement:
Activist investor disclosure: any investor acquiring 3%+ of a company's shares must disclose within 24 hours (down from 10 days) and publicly disclose their intended strategy — preventing covert accumulation that enables destructive short-term activist campaigns before management or workers can respond.
The corporate responsibility reforms are largely self-financing: the behaviors being taxed and penalized are the same behaviors that currently generate excessive private profit while externalizing costs onto workers, communities, and taxpayers. Redirecting a fraction of that extraction toward public investment is not redistribution — it is recovering costs that were always being borne by the public.
The buyback excise tax alone generates roughly $100 billion per year at full implementation — more than enough to fund community transition programs, the CFPB's expanded mandate, and contribute meaningfully to national debt reduction (Issue 29). These reforms do not require new taxes on workers or middle-class households — they recover public costs from the entities that created them.
Relief for consumers and accountability for the worst corporate actors begins on Day 1 — not after a multi-year legislative process.
| #2 | Taxation Capital gains holding-period rates (Pillar 6) and CEO compensation deductibility caps (Pillar 2) reinforce tax code reform. Wealth tax and closed loopholes provide the comprehensive framework for ensuring that long-term investors pay less than short-term speculators. |
| #13 | Labor Codetermination (Pillar 5) = Pillar 4 in Issue 13. Profit-sharing mandate reinforces living wage and union power. Workforce investment floor complements training programs. Worker board seats give labor the institutional voice that collective bargaining alone cannot provide. |
| #20 | Corporate Power Issue 20 addresses external market structure (monopoly, antitrust, lobbying). Issue 32 addresses internal corporate dynamics (buybacks, CEO pay, product quality, governance). Together they form the complete corporate reform framework — structural and behavioral. |
| #21 | Financial Reform CFPB rebuild (Pillar 10) directly complements financial system reform. Investor accountability (Pillar 11) reinforces systemic risk reduction by ending the short-termism that amplifies financial instability. |
| #29 | National Debt Buyback tax revenue (12% excise = ~$100B+/year), greedflation fine revenue, and elimination of excessive CEO compensation deductions generate significant federal revenue contributing to debt reduction without taxing workers or middle-class households. |
| #30 | Media & Press Freedom Greedflation enforcement fine revenue is directed entirely to education funding and public broadcasting, consistent with the media reform platform directive on fine revenue allocation. |
| #31 | Government Corruption & Democratic Safeguards The Universal Duty to Act Standard applied to all enforcement bodies (FTC, SEC, CPSC, FDA) mirrors the same standard applied in Issue 31 to every oversight body. Corruption reform and corporate reform are two sides of the same coin — the revolving door between corporate and government power is closed by both issues simultaneously. |
"This is not anti-business — it is anti-extraction. Corporations that invest in workers, communities, and long-term value creation are stronger, more resilient, and more profitable. We redesign the incentives so that doing right and doing well are the same thing."— The Common Good Party
Sources & References