An of­fer they can’t refuse


FADE IN: Michael Cor­leone’s den.

He is at his desk. Fac­ing him are mem­bers of his or­ga­ni­za­tion. Michael rises and dims the lights. He starts a Pow­erPoint dis­play show­ing the var­i­ous Mafia fam­i­lies. The chief­tains and but­ton men are puz­zled but they say noth­ing. Michael turns the lights back on. It is clear he is about to say some­thing im­por­tant.

Michael: “We’re gonna in­cor­po­rate.”

The ca­pos are shocked. They all start talk­ing at once. “Michael, Michael, what would your old man say?”

Michael: “The God­fa­ther is dead. So is his way of do­ing busi­ness. Hy­man Roth showed me what we should do. We turn the Cor­leone fam­ily into Cor­leone En­ter­prises Ltd. We list it on the stock ex­change along with the other crim­i­nals. We do what we have al­ways done, but if we get caught, no­body goes to jail. We pay a fine and say we’re sorry.”

“Michael, Michael,” Luca Brasi says. “It is not pos­si­ble. You do the crime, you do the time.”

Michael is pa­tient. “The French bank BNP Paribas ad­mit­ted it broke the law. It copped a plea. It said it helped Iran avoid sanc­tions. Iran is our mor­tal en­emy and a coun­try the Cor­leone fam­ily has no sym­pa­thy for. The bank helped our en­emy and he who helps our en­emy is also our en­emy. So what hap­pened? Tell ‘em, Hy­man.”

Hy­man says, “They paid a fine, nearly $9 bil­lion. A pif­fle for them. But it was treated like the cor­po­ra­tion acted on its own. No­body was in charge. No­body ben­e­fited. A cor­po­ra­tion is the per­fect crime fam­ily.”

Michael says, “Tell ‘em about Credit Suisse.”

“It pleaded guilty to tax eva­sion,” Hy­man says. “Tax eva­sion! But no one went to jail. It paid Un­cle Sam al­most $2.6 bil­lion and went on its way. Al Capone of blessed mem­ory got 11 years for tax eva­sion. Why? Be­cause even though he con­trolled all the rack­ets in Chicago and had politi­cians and judges in his pocket, he was not in­cor­po­rated.”

Michael says, “Cor­po­ra­tions don’t go to jail. And nei­ther do the people who run the cor­po­ra­tions. Banks have paid a for­tune in penal­ties for cheat­ing and ly­ing and sell­ing junk and ru­in­ing people’s lives, and no­body goes to jail.”

Fredo says, “Be­ing a cor­po­ra­tion is never hav­ing to say you’re sorry.”

Michael looks disgusted: “Fredo, you’re in the wrong movie.”

Luca Brasi says, “I don’t know, Michael, it don’t seem right. I don’t know about these things. You need some­one whacked, I do it. Gar­roted, that’s me.

“Michael ( Cor­leone) says, “Cor­po­ra­tions don’t go to jail. And nei­ther do the people who run the cor­po­ra­tions. Banks have paid a for­tune in penal­ties for cheat­ing and ly­ing and sell­ing junk and ru­in­ing people’s lives, and no­body

” goes to jail.

Shot, again that’s me. But this, I don’t un­der­stand. It just don’t seem right.”

Michael ig­nores him. “Hy­man, tell ‘em the rest.”

“We’re go­ing to buy a busi­ness in Switzer­land. When we have con­trol of it, we be­come a Swiss cor­po­ra­tion and pay taxes there, where they are lower. This is called an in­ver­sion and is some­thing Wal­greens says it is now con­sid­er­ing. It got tax breaks in Illi­nois and tax cred­its and train­ing money, and it don’t mat­ter. It still might go to Switzer­land, where the weather, if you ask me, is lousy.”

Fredo in­ter­jects. “But we’re an Ital­ian fam­ily.” Luca Brasi: “Si­cil­ian!” Michael sig­nals for quiet. “Glob­al­iza­tion means you don’t be­long to any coun­try. You have al­le­giances to no one ex­cept your own fam­ily or, as it hap­pens, the cor­po­ra­tion. Pfizer tried to buy As­traZeneca so it could move to Eng­land. But they stupidly made an of­fer that As­traZeneca could refuse — and it did.

“Many com­pa­nies are do­ing this and no one says noth­ing about loy­alty to the coun­try or any­thing like that. Cor­po­ra­tions can do any­thing they want. We will do the same. We will move where the taxes are low­est, and we will never speak of this mat­ter out­side of the com­pany. We will use our people in the me­dia who are on our pay­roll to say that we are study­ing many op­tions to max­i­mize stock­holder value. You, Fredo, will go on CNBC and not wear a tie so you look cool. All of you, re­mem­ber that phrase and use it of­ten: Max­i­mize stock­holder value.”

“Michael, Michael,” Luca Brasi says. “What does it mean?”

“Noth­ing, ev­ery­thing, any­thing you want,” Michael says. He pauses. “I am no longer Capo di tutti capi. I am the CEO. Tom Ha­gen is no longer con­sigliere. He’s the gen­eral coun­sel. All we do is change the ti­tles, but not who we are. We’re still crim­i­nals.”

“Like oth­ers on Wall Street, this is the busi­ness we’ve cho­sen,” Hy­man Roth says.

Richard Co­hen is a writer with the Wash­ing­ton Post Writ­ers Group. He can be reached at co­henr@ wash­

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