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Unocal CA Charter Revocation
NATIONAL LAWYERS GUILD
PROJECT FOR HUMAN, ECONOMIC & ENVIRONMENTAL DEFENSE (HEED)
8124 WEST 3RD STREET, STE 201
LOS ANGELES, CA 90048
FOR IMMEDIATE RELEASE
FURTHER INFO: CONTACT PROFESSOR ROBERT BENSON
(213) 736-1094
FULL INFO ABOUT UNOCAL CHARTER REVOCATION: www.heed.net
April 15, 1999
COALITION PETITIONS THE NEW CALIFORNIA GOVERNOR AND ATTORNEY GENERAL TO
REVOKE UNOCAL'S CORPORATE CHARTER
On April 19, 1999, a coalition backed by nearly 130 groups and
individuals will file a legal petition and brief with California Attorney
General Bill Lockyer seeking to revoke the corporate charter of the Union
Oil Company of California ("UNOCAL"). The coalition filed the same petition
on September 10, 1998 with Dan Lungren, who was then California's Attorney
General and a candidate for Governor. Lungren rejected the petition with no
explanation.
Among the petitioners are the Feminist Majority Foundation, the
National Organization for Women, Alliance for Democracy, Rainforest Action
Network, Surfers? Environmental Alliance, Action Resource Center, and the
National Lawyers Guild which is also providing the attorneys for the group.
The petition's ten counts allege decades of environmental destruction
in California and elsewhere; unfair treatment of workers; hundreds of OSHA
violations; usurpation of political power; deception of the courts,
shareholders and the public; and, complicity in gross human rights
violations abroad against women, homosexuals, workers, villagers and
indigenous peoples. ?The people of California don?t have to battle repeat
offenders like Unocal one violation at a time,? declared James Lafferty,
head of the National Lawyers Guild chapter in Los Angeles. ?The Attorney
General has a duty to seek a court order forfeiting the company?s
corporate existence.?
At the time of filing the petition, the coalition's chief attorney,
Prof. Robert Benson of Loyola Law School, will send a letter to Governor
Davis and Attorney General Lockyer, urging them, unlike their predecessors,
to undertake a serious review of the petition and asking for a meeting. The
letter is addressed to Davis as well as Lockyer, because under California
law the Governor has the power to direct the Attorney General to act on such
petitions. Benson?s letter notes that, "in the campaign, you both vowed to
be tough on crime. We assume that you did not mean to carve out an exception
for corporate crime. And we assume that when you backed the ?three strikes?
law you meant to apply the ?three strikes? policy to powerful corporations
as well as to pizza thieves."
Benson's letter also observed, with approval, Governor Davis' recent
action in joining, as a private citizen, the law suit against General Motors
and Ford for having benefited from Nazi slave labor during World
War II. He pointed out that the UNOCAL petition presents evidence that
UNOCAL has benefited from forced labor on its Burma pipeline project;
evidence supported by a recent U.S. Department of Labor official
investigation which found reports of forced labor on early phases of the
pipeline to be "credible".
Finally, Benson reminded Lockyer that former Attorneys General of
California have revoked the charters of offending corporations, and that the
newly elected Attorney General of New York campaigned on a platform
specifically promising to revoke the charters of corporations more
frequently. If a company?s charter is revoked, it is dissolved and its
assets sold under court order.
Following the first filing of the petition last September, UNOCAL
announced it was withdrawing from its business dealings with the repressive
Taliban regime in Afghanistan, a regime that, among other human rights
abuses, deprives that nation's women and girls of all civil rights and
liberties. The coalition's charter revocation petition was credited in the
press as a significant factor prompting UNOCAL's decision.
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TEXT OF LETTER TO GOVERNOR DAVIS AND ATTORNEY GENERAL LOCKYER SEEKING
REVOCATION OF UNOCAL?S CORPORATE CHARTER:
NATIONAL LAWYERS GUILD
8124 WEST 3RD STREET, STE 201
LOS ANGELES, CA 90048
Tel. (213) 736-1094 Fax.(213) 380-3769 E-mail heed@xxxxxxx
Governor Gray Davis
Attorney General Bill Lockyer
State Capitol Building
Sacramento, California 95184
Dear Governor Davis and Attorney General Lockyer:
I am submitting with this letter a petition under California Code of
Civil Procedure §803 and California Corporations Code §1801 requesting
that Attorney General Lockyer initiate judicial proceedings to revoke
the corporate charter of the Union Oil Company of California (Unocal).
We also request that the Governor direct the Attorney General to take
this action.
Those sections codify the common law writ of quo warranto. They
authorize the Attorney General to bring an action in the name of the
people ?upon a complaint of a private party? to dissolve any
corporation which ?unlawfully holds or exercises? corporate power, which
?has seriously offended against any provision of the statutes regulating
corporations,? or which has ?fraudulently abused or usurped corporate
privileges or powers. . . .? The Attorney General?s discretion in
this matter is limited. Code of Civil Procedure §803 reads: ?And the
attorney-general must bring the action, whenever he has reason to
believe that any such [corporate power] has been . . . unlawfully held
or exercised by any person, or when he is directed to do so by the
governor. ? [Emphasis added.]
The attached petition, in 127 pages and nearly 400 footnoted
references, gives the Attorney General undeniably substantial ?reason
to believe? that Unocal has unlawfully exercised its corporate
authority, seriously offended against the statutes regulating
corporations, and fraudulently abused and usurped corporate privileges
and powers. The petition?s 10 counts allege decades of environmental
destruction in California and elsewhere, unfair treatment of workers,
hundreds of OSHA violations, usurpation of political power, deception of
the courts, shareholders and the public, and complicity in human rights
violations abroad against women, homosexuals, workers, villagers and
indigenous peoples. There are other California corporations with
shameful records of behavior, but Unocal stands out as having offended
against an unusually wide variety of local, state, federal and
international laws to such a degree and over such a long period of time
that the people of California have a right to conclude that the company
is an incorrigible repeat-offender and to demand that its corporate
existence be forfeited.
In the eyes of the 30 organizations and individuals who are the
petitioners, as well as of the nearly 100 others, including 50 law
professors from dozens of law schools, who have endorsed the document,
no reasonable Attorney General could refuse to act upon the evidence
presented. Unfortunately, our last Attorney General, Dan Lungren, did
just that. We filed the petition with his office on September 10, 1998,
and quickly received a four-sentence letter signed by his senior
assistant attorney Mr. Lilyquist ?declin[ing] to institute legal
proceedings at this time.? Unlike similar situations in which the
Attorney General has given detailed legal analyses to support his
failure to act on quo warranto requests, Mr. Lungren arbitrarily gave no
explanation to us at all. He did invite us to take the matter to court
ourselves as ?relators,? but if Mr. Lungren or his deputies had read the
petition (page 36) they would have known that we rejected that route in
advance as legally inapposite, a cynical shirking of the Attorney
General?s duty to protect the public interest, and an impossibility
since petitioners lack the financial resources of the state that will be
necessary to to battle in court with the giant Unocal.
We believe Mr. Lungren acted politically, violating the quo warranto
statutes as well as the jurisprudence of his own Opinion Unit. We could
have gone to court seeking a writ of mandate to correct his abuse of
discretion under City of Campbell v. Stanley Mosk (197 Cal. App. 2d 640
[1961]), Oakland Municipal Improvement League v. City of Oakland (23
Cal. App. 3d 165 [1972]), and International Association of Firefighters,
Local 55 AFL-CIO v. City of Oakland (174 Cal. App. 3d 687) [1985]). See
also, 22 Ops. Cal. Atty. Gen. 53-113 (1953); 81 Ops. Cal. Atty. Gen.
98-100, 98-201, 98-208 (1998). But in the interim, there was an
election and you two gentlemen were elected governor and attorney
general respectively. We judge that our best course is to re-file the
petition with you and ask for a response based upon the rule of law.
In the campaign, you both vowed to be tough on crime. We assume that
you did not mean to carve out an exception for corporate crime. And we
assume that when you backed the ?three strikes? law you meant to apply
the ?three strikes? policy to powerful corporations as well as to pizza
thieves.
We are heartened by Governor Davis?s recent action in joining, as a
private citizen, the law suit against General Motors and Ford for having
benefited from Nazi slave labor during World War II. Please see Count 5
of our petition presenting evidence that Unocal has benefited from
forced labor on its Burma pipeline project, evidence supported by a
recent U.S. Department of Labor official investigation which found
reports of forced labor on the early phases of the pipeline to be
?credible.?
Likewise, we are heartened by some of the actions taken by Attorney
General Lockyer during his first months in office. But there has been no
sign that your office recognizes its responsibility to protect the
public from errant corporations by sometimes dissolving them through quo
warranto actions. Your Opinion Unit?s web site on Quo Warranto actions
(http://caag.state.ca.us/opinions/quo.htm) states: ?Typically a quo
warranto action is filed to remove a person from public office,? and
barely mentions that it can be filed against corporations. Nowhere does
the web site describe quo warranto?s history and powerful use also as a
law enforcement tool against corporate misdeeds. One of your
predecessors, Attorney General Evelle Younger, knew of this power and
used it against a private water company alleged to be serving
contaminated water to customers. See Citizen Utilities Co. of
California v. Superior Court of Alameda County, (56 Cal. App. 3d 399
[1976]). New York State?s last Attorney General, Dennis Vacco, used quo
warranto to dissolve the Tobacco Research Council just last year. And
New York?s newly elected Attorney General, Mark Spitzer, campaigned on a
platform specifically promising to revoke the charters of corporations
more frequently. Our petition on Unocal presents you with a perfect
opportunity to bring California up to date in law enforcement methods by
taking the charter revocation tool out of your desk drawer where it is
gathering dust.
We would welcome the opportunity to have a careful legal discussion
with you and with your staffs about this petition at your earliest
convenience.
Sincerely,
Robert W. Benson
Professor of Law, Loyola Law School
Lead Attorney, National Lawyers Guild
International Law Project for Human,
Economic & Environmental Defense (HEED)
enclosures:
1) Petition, Dated September 10, 1998
2) Legal Supplement to Petition, Dated April 19, 1999
3) Complete list of Petitioners and Endorsers to Date
4) Brochure, ?How Many Strikes Do Big Corporations Get??
5) Video, ?How Many Strikes Do Big Corporations Get??