LIFE AFTER CHEMISTRY
No, there’s nothing wrong with this picture. There’s nothing wrong with your magazine or its printers either. We just thought you’d like to see what life would look like without those life-threatening chemical processes you read so much about these days.
The thing is, all those exposés that you read are printed in high-quality inks on treated paper. Illustrated with four-color photochemically separated pictures. You flip through them lying on your no-stain couch in your favorite freshly laundered robe while sipping a diet lemon-lime . . .
We could go on forever, but you get the picture. And a good, clear picture, too. Life without chemistry would look a lot like no life at all.
Civilization has had growing pains, to be sure. It always will. That’s no reason to throw in the no-iron, synthetic-fiber towel. We just need to choose what kind of world we want to live in, and then build that place.
And to do that, whatever our dream world looks like, we’ll need the right building blocks.
Less knowledge is not the answer. Better knowledge is. Chemical processes are not the problem. They’re the rules of the game.
It’s elementary: your life is chemistry.
So is ours.
The Industrial Processes Group
CLARE MATERIAL SOLUTIONS
War’s end left but one merchant’s son, but one founding brother. Samuel had lived to see the glory of the machine. Northern industry was victorious. It bought victory with cigarette and whiskey taxes and mass production of ironclads and repeating rifles.
But the industrial future demanded payment on delivery: $4 billion dollars in current assets and a million and a half casualties. Everyone was dead, from the President on down to that fool of an Irish kettle man. Only Samuel remained, the oldest brother, the archaic one. Industry had spared the one Clare who had never understood the purpose of industry in the first place.
Samuel’s wonder at the speed and ubiquity of destruction wrung all manufacturing from his heart. The world’s end had come after all, invisible, secret, snickering, some time after that promised night when he had stood waiting for it. It came one night in late 1865, when he surveyed the factory floor and saw in it only a quatrain of human folly carved in limestone and capped by a winged skull.
One might better have given the world away and become a mendicant. Once more, Samuel elected to hang all worldly goods. For the making of goods had grown beyond his comprehension. And so the last of J. Clare’s Sons withdrew from the arena he had helped to usher in.
As Samuel shrank from the business, those who still knew the point of progress stepped in. Led by young Douglas, the firm carpet-bagged into the beaten South. By extending liberal credit to impoverished distributors, Douglas and his remote agents began to sell as far south as decimated Georgia, a step before Clare’s New England rivals followed them down.
Toward this end, Julia courted the Southern woman. In the humbled returnees, Julia imagined the perfect market for an edible lard that Clare now rendered in abundance. With a welcome product and irresistible terms, Julia initiated the sale of Clare Cooking Curd to thousands of women who, two years earlier, would have greased their pans with any Clare employee within gunshot.
Thus the company secured a foothold on the soil of their prostrate adversaries. Time and trade would revive the region. Wealth would return, like a forest after a fire. And Clare would be there, exchanging its lard for Dixie’s returning crop, under the seal of the new Union.
Clare’s wartime government contracts had squeezed honey from the stone of national catastrophe. Southward postwar expansion helped to offset the loss of those standing orders. But prosperity alone would not ensure the company’s continued existence. War’s meteor, the wrecking ball of progress, brought home to all survivors the need to reorganize. Samuel, senior partner, was already a shade, even now cutting closeout deals with death. The time had come to pass the torch. The second generation stood by, ready and eager. All it needed was a code of succession.
After prolonged debate, Julia at last forced her brother-in-law to concede to the inevitable. The operation had grown too large, profit had gone too wayward for any other solution. A few men no longer sufficed to run the kettles and handle the sales. Business now far outstripped the single life’s span. Continued competition required a new kind of charter. Survival offered Clare no alternative but incorporation.
To Samuel, the very word smacked of failure. Incorporating would betray all that he and his brothers had worked these three decades to assemble. Back when the merchant Clares still wrinkled their noses at the stink of manufacturing, incorporation evoked universal hostility and suspicion. Governor Morton, in his 1840 Inaugural, had stared down his legislators and thundered:
One of the vices of the present age, stimulated by extravagance, and a thirst to acquire property without earning it, is a desire to transact ordinary business by means of charters of incorporation.
The Whiggish Boston Courier voiced similar doubts. Easy licensing would create a rush into incorporation akin to the California gold rush, with even less attendant gain in real national wealth. Corporate franchises played fast and loose, a kind of cheating that nobody cottoned to, least of all the American capitalist. Such a social experiment spreading throughout the business community seemed a gamble that few felt the need to take.
If an owner couldn’t manage his own firm without special privileges, he had no right to stay in business. At first the law permitted incorporation only for public utilities or those endeavors in the public interest that required large amounts of capital, huge workforces, or special legislative protection to run at all.
But since the soap works’ founding, law had loosened and the populace had warmed slightly to the idea. The giant manufacturing companies that ran Lowell clothed the whole seaboard. As gins worked cotton’s boll, so the corporation combed out the world’s most valued fibers and wove them solid. The city of million-spindled mills outstripped the hand of man as much as man outstripped the animals. When risks were distributed and liability defrayed, what might collective humanity not accomplish?
The shattering bounty that steam-driven factories stamped out required an institution to house it. Civilization had stumbled upon that institution, one that might take it anywhere at all. The race had learned how to build a combine to do the endless bidding of existence. And the work of this compound organism outstripped the sum of its cells. Enterprise’s long-evolving body now assembled goods beyond any private life’s power to manufacture.
Incorporation promised to do for its hundreds of discrete, laboring constituents what the kettle did to alkali and fatty acids. The societal manufactory had hit upon a way to enact a similar conversion. Only now, as the late Ennis once put it, the kettle was “bigged up” to life-size and larger. Human lye, passed over these corporate coils, suffered its own strong change, leaving behind the thick, soapy foam of value.
Increasingly, the limits on incorporation began to seem like mind-forged manacles on the legs of a freed slave. The state did not ask its grain to apply for a special bumper harvest license. The best the state could do to ensure its people’s deliverance was to get out of the way and let the genie do its bidding.
By the outbreak of war, Massachusetts allowed any firm of a certain level of capital to self-incorporate. Incorporation grew easier than petitioning for a formal charter. And it bestowed more protection, while requiring even less disclosure.
All the arguments for Clare’s transformation were on Julia’s side. She pressed the case with a zeal she’d hitherto reserved for the repair of the Atlantic cable. Yes, the firm would have to answer to a board of directors. But vitiation by democracy would cost them little, Julia insisted. They would still hold all the stock in private, and they could pack the board so that any outsider would have compliance forced upon him. Clare had nothing to lose but its paper sovereignty and its family pride.
Against this loss, she stressed the gains of limited liability. I
ncorporated, Clare could push its business into regions previously too expensive, exhausting, or risky to consider. Already, complaints in Roxbury forced Clare to consider relocating the plants farther afield. Sales stretched to several states. The company experimented with growing Utilis in open fields, far to the sultry south. They bought alkali from England, sperm oil from the antipodes, and scrap livestock fat from any slaughterer between Boston and Canada. In short, they now did business in enough places to mandate simplified protections under the law.
Still, to Samuel, incorporating felt like hocking the prize brooch from out of the heirloom strongbox. Already past the age that the Bible assigns to a full life, the old man took his hardest decision since forsaking the import trade. He started across this Potomac, well-nigh uncrossable. But neither could he turn back, for the angel of advancement stood behind him on the deserted bank, beating a tailwind with its wings.
The very idea of incorporation opposed all the business virtues he had ever stood for. Had he held out for the stamp of Real Weight, only to give in to this? And yet: an incorporation could live forever. It carried on beyond the span of any owner’s life. It passed itself down through the generations of those assembled thousands who would, in time, work its engines. Its dynasties surpassed the longest family.
That vision of continuance clinched Samuel’s choice. For the end of business was to outlast the needs it satisfied.
The laws of private incorporation required precious little. The incorporators had to name a president and a treasurer. Samuel kept the first title and gave the second to Resolve’s oldest boy, Peter, a queer young man with a frightening head for numbers. Julia packed the minuscule board of directors with two business affiliates, two cousins, and the family’s banker. Anthony Jewitt, hauled from retirement to stuff the board, could rarely be troubled to come to meetings. He and his machines had always let the Clares do exactly as they needed.
The officers and board had to file a certificate declaring their own names and residences, the amount and par value of capital stock, and the shares owned by each member. Julia dealt out the shares to preserve the family’s old split of ownership. The certificate also had to specify the new venture’s official name. After much agonizing, J. Clare’s Sons became the Clare Soap and Chemical Company.
The Joint Stock Act required the officers and board to publish this data in a public newspaper, like wedding banns, for all to read or forever hold their peace. The certificate also had to declare the purpose of the incorporating enterprise. Here, too, the law had grown more liberal, allowing much broader ranges of activity. Once upon a time, a company chartered to spin silk could not also make muslin. But now the law let Clare declare its purpose to be “pursuing the art and manufacturing of soap, candles, lard, and all things thereto belonging, as well as the distillation by boiling and chemical processes of such products related to that trade as are fit for public consumption.”
In short, a charter so wide even a room-sized kettle could not fill it.
They put Stoughton, the lawyer, whom they once consulted no more than a few times a year, on permanent retainer. They formalized relations with a State Street financial house. Howe and Howe hid its accumulation of railroad debt behind a row of Corinthian columns mocked up to look like the Maison Carrée in Nîmes. Boston now specialized in such compensations: churches that looked like banks and banks that looked like Roman temples. Howe and Howe put its seal to a move as prescient as it was inevitable.
Clare filed for incorporation with the Secretary of the Commonwealth of Massachusetts in 1867. The paperwork done, Samuel gathered the clan and as many people as then worked for them. He gave the lot an hour’s party, with pay. After, he cleared his phlegmy throat above the din to speak.
He spoke of his father, Jephthah, of his tireless brother Resolve and the devastated Irish widower they had befriended. He spoke of baby Ben’s magic Utilis root, brought back from the far side of the globe, the seed for this ever-spreading Native Balm.
He spoke of the larger plant, the factory that housed them all. Business, he declared, of rights ought to be our ancestral home, stately and permanent, upon whose paneled halls hung the portraits of all those whose hands had raised the beams and sped the plow.
These words made plain to anyone who had ears to hear: Samuel was failing. The last son of Jephthah Clare had lived long enough to preside over his obsolescence. His life, what was left of it, hereafter would consist of vetting strangers to run what he had once run with his own hands.
Samuel’s public vanishing act doddered on, his speech peeking into various shambles like an official inspector of war damages. The very irrelevance of his words laid bare the commercial paradox. For he spoke on behalf of their mass, solitary successor. The law now declared the Clare Soap and Chemical Company one composite body: a single, whole, and statutorily enabled person. Rambling on, Samuel reached back to quote Chief Justice John Marshall, whose death had long ago cracked the Liberty Bell. He sounded the classic definition that Marshall gave in Dartmouth College v. Woodward, a half century before:
A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law.
By this point in Samuel’s oration, most of his day laborers had slipped quietly back to work. Those who remained, whether out of amusement, sloth, or sentiment, heard their president invoke the beast that gave them all eternal life. They heard him speak of an aggregate giant, one that summed the capital and labor of untold Lilliputians into a vast, limbered Leviathan. Those who remained to the bitter end saw the old man’s wife and sister-in-law lead him mercifully from the rostrum in mid–coughing fit.
For a while after incorporation, business remained business. And for some time, despite its newly granted privileges, Clare remained just a company. The American vat as yet lacked one essential precursor, one secret additive that would corner the market for incorporation. Time and Clare required one more catalyst to render life’s waste fat and solidify it, stainless and inexorable.
A little power politics and some sleight of hand produced this catalyst just as Clare took up its corporate destiny. The Fourteenth Amendment came into the world to serve as Reconstruction’s conscience. It cast a protective net of unabridged citizenship over the freed slave. Commerce and cash were the furthest things from its framers’ minds. But such pure acts of idealism never know their practical ends.
The linkup lay a few more years in coming. But who could gainsay the logic? If the Fifth and Fourteenth Amendments combined to extend due process to all individuals, and if the incorporated business had become a single person under the law, then the Clare Soap and Chemical Company now enjoyed all the legal protections afforded any individual by the spirit of the Constitution.
And for the actions of that protected person, for its debts and indiscretions, no single shareholder could be held liable. Each part of the invention shone out, innocent and beautiful. But the whole, like some surprising mathematical proof that twists its modest axioms into a stunning QED, ended up providing just that slight boost needed to propel the Roxbury soap works—and with it, all world history—into its final, irreversible form.
Such was all the nod needed to turn a handful of harmless beans into a beanstalk that, in time, outgrew the world’s terrarium. The limited-liability corporation: the last noble experiment, loosing an unknowable outcome upon its beneficiaries. Its success outstripped all rational prediction until, gross for gross, it became mankind’s sole remaining endeavor.
It would fall to Douglas Clare, Samuel’s son, to be the first head of the company with enough leisure time to read. Years after Clare filed the papers, Douglas came across a definition for the thing in Bierce’s Devil’s Dictionary:
Corporation: An ingenious device for obtaining individual profit without individual responsibility.
Douglas Clare could do no more than scratch his head at this attempt at humor. He might have found the explication clever, funny, perhaps even diabolical, if it weren’t
the absolute letter of the law.
YOU KNOW OUR NAME
(LOOK UP OUR NUMBERS)
Be a part of a life that’s already an integral part of yours.
A copy of Clare’s Form 10-K Annual Report as filed with the Securities and Exchange Commission is available upon request, without charge, after March 31 by writing Clare International, Stockholder and Investor Relations, One Clare Plaza, Boston, MA 02109.
INDEPENDENT AUDITORS: EARL AND ANDERS, NEW YORK
Don sends her the same Post-Chronicle article that so upset Ellen. The one about the benzene and formaldehyde, laid out in all the little tables. He faxes it to her at work, without even the decency of a cover letter to hide it in the fax machine tray. Just: “FYI. No comment necessary, D.” penned in the upper left corner.
Ellen must have put him up to it. The two of them, making each other jumpier than guard dogs at an open house. What in the world does he expect her to do with it? No action necessary, she assumes. FYI only.
She never could figure the man out. How the world owed him a perpetual explanation. How everything had a secret angle, waiting to be figured. Even when they were first dating: always a back alley somewhere that the other seventy thousand concert fans hadn’t discovered yet. Some cut-rate package deal that only the inner circle knew about, if one just nosed around a little.
She might have been able to live with that. But nosing around by himself was never enough for Don. No: he always needed to enlist her in the eternal search for that missing bit of information. Made her tune in the radio at the smallest nearby siren. Made her phone the kids’ school when the nearest flurries were just specks of Iowa dandruff on tomorrow’s weather map. Just to involve her, somehow.
The man could not take out a magazine subscription without running a character reference check on the entire masthead. He never let her charge things, even if she paid the balance off as soon as the statement came in. “It’s not the cash, Lo. Every time you order anything, you’re giving every stranger with a database a thousand more conclusions to draw about you.”
Gain Page 21
