Not long ago there was a country whose constitution guaranteed equal rights for women, healthcare for all, and the right not only to employment, but to leisure as well. It guaranteed virtually all of the protections assured in the U.S. Bill of Rights. It even went America one better in guaranteeing free speech while placing "at the disposal of the working people and their organizations printing presses, stocks of paper, public buildings, the streets, communications facilities and other material requisites for the exercise of these rights."

The problem was that any attempt by a citizen to assert those rights was tantamount to suicide, for the constitution in question was instituted by Joseph Stalin in the Soviet Union in 1936.

When it comes to the law, the realities of political power are what give substance to the words on the page. In our society, the dominant institution is the corporation. We cannot assume that laws requiring corporations, to act in a responsible manner will carry any more weight than the putative rights of Soviet citizens did. Given that corporations blandly evade many already-existing laws intended to govern their behavior, simply adding another statute to the list isn't likely to change matters much.

Yet some activists assume that passing a "Code for Corporate Responsibility" through state legislatures will force a radical change in corporate behavior.

The proposed Code, popularized by attorney Robert Hinckley, would alter state corporate codes to say corporate directors must "manage the corporation in a manner that does not cause damage to the environment, violate human rights, adversely affect the public health or safety, damage the welfare of the communities in which the corporation operates, or violate the dignity of the corporation's employees."

Unfortunately, we cannot take such verbiage at face value. As any Soviet citizen who bothered to read the Soviet constitution would have recognized immediately, the part that mattered was not the noble declaration of rights but rather that the Communist Party was declared the "leading core of all organizations of the working people, both public and state."

Although not written into the U.S. Constitution, the corporation has been firmly implanted there not by the people who wrote it, nor by a dictator, but by generations of judges acting at the prompting of a powerful oligarchy. With court-created rights to equal protection, freedom of speech and freedom from searches without warrants, the corporation is inexorably becoming as unanswerable to the people it claims to serve as the Soviet Communist Party was to its "comrades."

In the Soviet Union , the Party defined "human rights," "the welfare of communities" and the other items the Code mentions. In the United States the corporation is assuming that function through its use of its first amendment "rights" to control the media and buy political influence. That influence is allowing corporations to define the "truth" in scientific research, labor rights, financial accounting, and virtually every other area of public life.

For example, the federal government, acting at the behest of the biotech industry, declared in a 1992 ruling still in effect that genetically-modified foods are "substantially equivalent" to those developed by traditional breeding methods. That's an astounding assertion, given that biotechnology allows for the crossing of genes from completely unrelated species. In one case a gene from a flounder has been implanted into a strawberry to create a frost-free variety of the fruit.

This is hardly an isolated case of corporate newspeak. Here's another example: the editor of one of the most prestigious medical journals in the world, The Lancet , recently wrote, "medical journals have become an important but under-recognized obstacle to scientific truth-telling" and "have devolved into information-laundering operations for the pharmaceutical industry."

The Code of Corporate Responsibility would do little to stop this horribly corrosive process. As the legislatures and the government agencies that define and administer the Code become subject to corporate control, we easily could wind up with "responsible" corporations as fishy as those bioengineered strawberries.

If we are to reclaim our democracy, the first order of business will be to get corporations out of our constitution and prohibit them from using their wealth to corrupt politics. But even that is only a prerequisite for the democratic conversation we need to have concerning the role of the corporation in a more economically just society.

At one time it was well understood that the primary reason for granting the privileges that incorporation entails was not profit for shareholders, but rather the public welfare. In keeping with that principle, most states firmly enforced laws designed to ensure that corporations could not abuse their privileges: corporations were not permitted to own other corporations, were restricted in size, the scope of their business activities, and their lifespan.

If a corporation violated the public trust, state governments could and would revoke the privilege of a corporation to exist. The federal government recently did something similar when it effectively put the Arthur Anderson Corporation out of business after the accounting firm was found guilty of helping Enron perpetrate a multi-billion dollar fraud.

But that is a rare event these days. Investors and managers must understand once again that severe legal penalties exist for engaging in "corporate abuse." Even more important, we must re-establish comprehensive democratic control over corporate behavior, perhaps in part by implementing restrictions similar to those enforced in the 19 th Century.

All of this entails a great deal more than inserting a few words into corporate codes--it will require overturning a large body of 20 th Century law and social practice.

Yes daunting, but a worthwhile task. After all, if investors and managers want to put their own interests first, why should a democratic society allow them the special privileges that come with incorporation?

Clearly, something like the Code of Corporate Responsibility can be useful - but only within a broader political and economic context that citizens define and control. Otherwise the corporations themselves will define and control it for us.

Jeffrey Kaplan is active in the San Francisco Bay Area Chapter of ReclaimDemocracy.org. His commentaries on democracy and corporate power issues have appeared in Orion, The Chicago Tribune, Arizona Republic, Adbusters, and many other publications.