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DAVID: I am going to play you a recording. It’s something of an artifact, a vinyl record that almost no one has heard in the last 50 years.
ARCHIVAL NEWS CLIP: Lewis F. Powell Jr. began the practice of law in Virginia in the year 1932. His intellect, his dedication and his great qualities as a human being became widely known and appreciated by his peers…
DAVID: That’s the iconic voice of Walter Cronkite, the CBS News anchor, who you’ve heard in previous episodes delivering reports on the Watergate Scandal.
ARCHIVAL NEWS CLIP: In his 64th year, he can look back upon a distinguished career equaled by very few…
DAVID: In addition to his anchor gig, Cronkite in the mid-20th century hosted a popular radio and TV program called You Are There. It used fictional reenactments to teach the audience about historical events and figures, presenting them as if they were being covered live.
ARCHIVAL NEWS CLIP: A great change took place in the life of Lewis Powell, on October 21, 1971. All things are as they were then, except You Are There.
DAVID: Prior episode topics included the Battle of Gettysburg and the Boston Tea Party. For this one, Cronkite focused on a different monumental event.
ARCHIVAL NEWS CLIP: On December 6, 1971, the Senate confirmed the nomination of Lewis F. Powell Jr. to the Supreme Court of the United States.
DAVID: But this edition of You Are There was never broadcast. It was never intended to be heard by anyone outside of a hundred-or-so attendees gathered for the annual Christmas luncheon for Philip Morris Incorporated. You might recall Philip Morris as the tobacco giant behind dozens of cigarette brands, including Marlboro and Virginia Slims.
The event, at the swanky 21 Club’ in Midtown Manhattan, brought together corporate executives, board members and shareholders to celebrate Lewis Powell and his confirmation to the United States Supreme Court. In his opening remarks, Phillip Morris’s longtime Chairman and CEO, Joseph Cullman, declared Powell’s Supreme Court appointment “without question the greatest single honor ever bestowed upon anyone connected with Philip Morris.”
For this smoke-filled celebration, money was no object. The 20-minute spoof of You Are There included the real-life Walter Cronkite — often cited as “the most trusted man in America.” He was there in person at the event with a cast of actors performing scripted skits recounting key moments in Lewis Powell’s life and career. It starts with him growing up in Richmond, Virginia…
ARCHIVAL NEWS CLIP:
…Mr. Powell! Mr. Powell! I just come from your house, congratulations, your wife just give birth to a baby boy…
…Well, that’s really good news…
DAVID: Then the program spotlights Powell being asked by President Nixon to fill a Supreme Court seat.
ARCHIVAL NEWS CLIP: We will now continue our committee hearings on Mr. Lewis Powell’s nomination.
DAVID: So why was Powell being celebrated by Philip Morris? Because when he was nominated, he was on the boards of several major companies including — wait for it — Philip Morris! In fact, he had been crucial in helping the cigarette-maker navigate the growing legal and regulatory scrutiny over public health concerns about smoking. And now Philip Morris’s own guy -– Lewis Powell –- was going to be on the Supreme Court!
The live show in Manhattan concluded —- I shit you not –– with the head of Philip Morris presenting Lewis Powell with a black Supreme Court justice robe emblazoned with giant logos for Marlboro cigarettes and other Philip Morris brands. Just like a NASCAR driver!
It almost seems too hard to believe but we found pictures of the robe to prove it. (There’s a link in our show notes.)
Obviously this was a pretty strange event and the robe was likely a gag gift. But still, the following day Powell wrote a heartfelt thank you letter to Cullman for the gifts to him and his wife, which also included a crystal sculpture and a watch.
“But” Powell wrote, “sentimentally, I think we like the Philip Morris robe best of all!”
Philip Morris was rejoicing because Powell was one of their own — a distinguished member of the political and business gentry ascending to the nation’s highest court.
But there was another, more covert reason for the corporate elite’s glee. Earlier that year, Powell had written a “confidential memo” that was the founding document of the entire Master Plan.
Maybe you’ve heard of it.
REP: HANK JOHNSON: This master plan that was set out in the Lewis Powell memo, and I’d advise you to go and look it up…
DAVID: We did look it up.
In this episode, we’re going to turn our gaze away from Congress and the presidency toward another set of characters operating deep in the background, catalyzing a highly-organized underground effort to build an entirely new political coalition — one that legalized corruption in order to cement the political power of big business.
I’m David Sirota, and this is Master Plan.
When we first started looking into the story of how corruption was legalized in America, I knew we would be looking at key Supreme Court rulings and the Watergate scandal. But there was also this one name that kept showing up everywhere: Lewis F. Powell.
He is not exactly a household name. Don’t feel bad if you don’t know much about him. Lewis Powell sat on the Supreme Court in the 1970s and ‘80s. He was appointed by Richard Nixon, but he had a reputation as this moderate, chill dude who everyone got along with. Here he is after being overwhelmingly confirmed by the U.S. Senate in 1971.
LEWIS F. POWELL: I am of course gratified by the Senate’s action, and particularly by the generous margin of the approval. But the near unanimity of support does frighten me a little. I am too conscious of my own limitations to take it at face value…
DAVID: You can see why people described Powell as a mixture of “aw, shucks” humility and witty grace. It’s also why he was uniformly liked. His friends, family and biographers used words like calm, affable, sensible, self-effacing. In a 1978 documentary, here’s how Powell described his early years on the court, when he wanted to earn his place among the veteran justices.
LEWIS F. POWELL: The justice that’s the youngest in seniority is the door keeper. I was the highest-paid doorkeeper in the world for five years.
DAVID: When Powell finally hung up his robe in 1987, the liberal crowd applauded him for being a centrist.
Here’s Democratic Congresswoman Pat Schroder…
REP. PAT SCHRODER: I think everybody is very disappointed because Justice Powell was a great moderating influence, and he was not running around with an ideological bit in his mouth.
DAVID: Here’s the ACLU…
JOHN POWELL: We see the replacement of Justice Powell to be a very critical appointment to the court. And we hope that Congress and the President maintain the balance that the court now demonstrates.
DAVID: Here are Ivy league law professors…
KATHLEEN SULLIVAN: He was a moderate. His moderation was both his virtue and his vice to practicing lawyers and court watchers.
DAVID: And here are the journalists…
NINA TOTENBERG: This is a person of the most enormous gentility and gentleness. I can’t imagine him ever saying a harsh word to anyone. And you can’t help but have enormous affection for him.
DAVID: But here’s the thing. If you dig deeper into Lewis Powell’s life, you find something much different than these descriptions. You find one of the original master planners, meticulously outlining a blueprint for the corporate takeover of America. This wasn’t a moderate milquetoast guy — this was an angry man writing an angry screed that became one of the major viral manifestos of the late 20th century. This manifesto came to be known as The Powell Memo.
NEWS CLIPS:
the now infamous Powell Memo…
…the Powell Memo…
…the Powell Memo…
...the Powell memorandum....
DAVID: Every so often it gets mentioned to contextualize what’s happening today — for instance, Senator Sheldon Whitehouse has given a series of floor speeches on its impact.
SEN. SHELDON WHITEHOUSE: The secret report may well have been the single -most consequential piece of writing that Lewis Powell ever did in a long career of consequential writing.
DAVID: Whitehouse methodically connects the Powell Memo to the right-wing takeover of the Supreme Court.
SEN. SHELDON WHITEHOUSE: Mr. President, the effort to capture the court has likely been the most effectual deployment of right-wing and corporate resources into our common American political life.
DAVID: And yet despite how influential and significant this memo was — and how much it still defines American politics today — it remains omitted from the official history of this country. And in the rare instance that it gets a mention in the media, it almost sounds fake — like some boogeyman manufactured by liberals desperate to come up with an explanation for their loss of power.
DICK VAN DYKE: Are you familiar with the Lewis-Powell memorandum?
A fellow who ended up in the Supreme Court. He wrote a memorandum to the National Chambers of Commerce, in which he said there’s too much democracy and it’s a threat to capitalism.
DAVID: That’s Dick Van Dyke — and he might sound like he’s exaggerating, but he’s not. And yet the Powell Memo seems to have been scrubbed out of America’s memory.
JARED: Here’s what I don’t understand, David…
DAVID: That’s Master Plan Producer Jared Jacang Maher, who has spent the last two years digging deep into Lewis Powell.
JARED: I read the entire official biography of Lewis F. Powell. It’s like 700 pages long. It was written by a legal scholar who was once one of Powell’s clerks at the Supreme Court and it does not mention the memo once.
As a justice, Powell cast important votes on some very key cases. Abortion, school prayer, the death penalty…
DAVID: Affirmative action…
JARED: Affirmative action was probably the biggest one, where he was the fifth vote to allow it. These were the big social issues of the ‘80s and ‘90s, and he was seen as a swing vote or a moderate.
PROFESSOR DICK HOWARD: I think Lewis Powell has never been a man with a mission as it were, or agenda.
SEN PAUL SIMON: Justice Powell has been a healer on the court.
JARED: But meanwhile, in cases dealing with the rights of corporations and about campaign finance laws, Powell took positions that weren’t so moderate — and the long-term effects of those court decisions, on the economy and the environment, for example, didn’t become obvious until decades later.
DAVID: And so they have kinda flown under the radar.
JARED: Yeah. A lot of crazy stuff was going on in the early 1970s. And that’s probably part of the reason why this memo, which he wrote only a few months before getting on the Court, never really caught the public’s attention. Powell never spoke publicly about it.
He later said that it was something he’d written up in his free time in 1971, basically as a favor to an old friend. And he told people that he sent the memo off to the U.S. Chamber of Commerce and nothing much came of it. End of story.
DAVID: So what exactly was the memo? Well, we’ll get to that. And we’ve got a little surprise for listeners — later on, we’ve got another famous Lewis who’s going to help us reenact the Memo in all its glory.
LEWIS BLACK: I need to find a script… all right now. We ready to go?
DAVID: But first, in order to understand why the Powell Memo was so pivotal at the time it was written — and why it was so integral to the larger Master Plan — we need to get a better understanding of the man who wrote it.
So here’s the big question we had about Lewis Powell: How did this southern gentleman known as the friendliest guy in town, this genteel corporate lawyer whose core virtues were supposedly his pragmatism and moderation — how did this guy become the author of a stridently ideological manifesto and an early architect of the dystopia that we live in today?
To answer that question, Jared went to visit the official Lewis F. Powell archives in the small, historic town of Lexington in Virginia.
JARED: The buildings all have this kind of colonial style. It’s a small campus, here at Washington and Lee University, but very pretty. I can see why people would want to go to school here.
DAVID: So, this is where Powell went to college before going to Harvard Law School, right?
JARED: Yes indeed. The Washington & Lee University School of Law. They have a whole wing named after him. I walked into the library and there’s this huge painted portrait of him on the wall, where he’s sitting in his black robe, intensely thinking. He’s tall, thin… wire-rimmed glasses and has a high, pointy hairline. I think he looks a little bit like Orville Redenbacher…
Do you remember Orville Redenbacher?
DAVID: Yeah, yeah yeah. The popcorn guy.
JARED: Yeah, but more scholarly.
To get to the archive I took an elevator down to the basement. The archivist, Jennifer Mitchell, was so helpful and seemed excited to show me around. I don’t think she gets a lot of visitors.
JENNIFER MITCHELL: And so it starts here and continues all the way up through box like 800-something.
JARED: Picture a large, windowless room with rows and rows of accordion shelves. And on them are hundreds of numbered boxes.
JENNIFER MITCHELL: The Powell papers are extensive. They cover his life from almost beginning to end. We have materials related to his time here at Washington and Lee, we have materials from when he was a lawyer in private practice.
JARED: In World War II, Powell worked as an intelligence officer on the super-secret Ultra Project. This is like high-level codebreaking and spy stuff. After the war, in addition to having a prosperous legal practice, he did a lot: Chair of the Richmond City School Board; he served on the Virginia State Board of Education; president of the American Bar Association; and he also sat on several Presidential commissions.
JENNIFER MITCHELL: And he saved, he took notes, like when he had his initial phone calls and preparations for his confirmation hearings, he took notes on all of those conversations, he would take, he would, you know, make notations, you know, correspond with folks, all of that is saved.
DAVID: Clearly, Powell was a meticulous record-keeper, and he kept just about everything — which turned out great for us.
JARED: Yeah, the recording with Walter Cronkite was kind of an urban legend, so I was shocked when the vinyl record turned up in a box that no one had ever checked before. The archives had everything.
JENNIFER MITCHELL: I mean, we have his uniform from World War Two. I have four pairs of his socks… in the collection.
DAVID: But we weren’t interested in his socks. Powell was 64 when he got on the Supreme Court, one of the oldest nominees in history. He had had an entire long career and was basically at retirement age by the time he wrote the Memo. So, Jared, what did you find that tells us about his influences?
JARED: Well, while sifting through his boxes of old letters, correspondence, speeches, legal analysis — you can tell the dude was industrious. This is him using a dictaphone in 1956.
LEWIS F. POWELL: What is interposition. this is a heading, initial caps, underscore. question mark. Paragraph.
DAVID: For listeners who don’t know what a dictaphone is, it was basically like a text-to-speech transcription app, except in this case the “app” was an actual human secretary named Liz who physically typed all his words directly onto paper.
LEWIS F. POWELL: The use of this name — correction, Liz. strike out the use of this name. Put a comma.
JARED: His whole career, Powell was apparently relentless with the dictaphone. This was a man who was not just extremely smart and highly-ambitious; he also had lots of ideas about how the world should work.
DAVID: Okay, so where did these ideas come from?
JARED: There are three main facets to Powell that stood out for me: His professional formation at a particular kind of corporate law firm in Richmond… his deep fear of communism… and his work aiding the tobacco industry.
DAVID: Richmond, Virginia, let’s start there. Where young Lewis grew up steeped in old Southern values and traditions.
ARCHIVAL TELEVISION: YEE-HAW!
DAVID: Man, I love The Dukes of Hazzard.
JARED: I think we need to go back a little further.
ARCHIVAL TELEVISION: *banjo music*
DAVID: Better?
JARED: Ha, Deliverance. That’s a little too backwoods.
DAVID: Okay, there we go. Richmond, Virginia was the capital of the Confederacy during the Civil War. After Reconstruction, it emerged as an economic hub in the early 1900s. The growth of the tobacco industry, banking, railroads, and manufacturing all converged to transform the city into a central power for the new South — this one based around corporate enterprise.
Powell’s family wasn’t wealthy, but his father could trace his roots back to Captain Nathaniel Powell of the original Jamestown settlers. After college, Powell returned to Richmond and earned a job that would come to define his life and career.
ARCHIVAL TELEVISION: YEE-HAW!
JARED: No, man… Powell wasn’t running moonshine in a muscle car with a Confederate flag painted on top. Powell was a good boy with legitimate career goals. He joined a law office in Richmond that represented big businesses trying to avoid government rules and regulations. The firm’s founder had made a name for himself by helping railroad companies fight off regulators in Virginia. Rockefellers, Railroad barons — that was their bread and butter.
DAVID: OK, so Lewis Powell, more Boss Hogg than the Duke boys. Got it.
JARED: Correct. And as the firm’s post-war clientele grew from small local companies into multinational conglomerates, Powell was one of the lawyers working hard to deregulate financial laws.
DAVID: By the 1960s, Powell had become one of the most prominent lawyers in Richmond and a fixture of the city’s elite establishment. Powell and his colleagues weren’t just legal advisors; they were deeply involved in business strategy and decision-making, and they were often rewarded with shares in the companies they represented. Powell held seats on the boards of major companies like the Ethyl Corporation, Brooks Brothers, various Virginia banks, and, yes, Philip Morris.
JARED: That’s right. Remember the vinyl record of Walter Cronkite celebrating Lewis Powell at that party? They did a gag reenacting the moment that Powell joined the company.
ARCHIVAL NEWS CLIP:
…However, his career reached a new high Mr. Joseph Cullman said to him ‘Congratulations Louis, you have just been elected the board of directors of Philip Morris Incorporated…
…Thank you very much. I shall always look back upon this moment…
JARED: And this brings us to the second major influence on Powell before he wrote his Memo: The Tobacco Industry.
ARCHIVAL NEWS CLIP: We will continue with our program after this important message from our sponsor.
DAVID: Do you remember the Marlboro Man? His theme music was everywhere when we were kids…
JARED: Oh yeah, he was on billboards and on television. This was actually a fake commercial that Phillip Morris played during that Walter Cronkite show about Powell.
ARCHIVAL NEWS CLIP: It started in Richmond, Virginia and spread throughout the land. Until today Marlboro country is everywhere. Come to where the flavor is. come to Marlboro country.
JARED: In the mid ’60s, Powell was one of the big defenders of Marlboro Country. When the surgeon general began issuing reports that linked smoking to cancer and other health problems, Philip Morris saw itself as under attack.
But Philip Morris and the tobacco industry didn’t just sit back and accept regulations. They went on the offensive, creating alternative organizations and pushing their own scientific reports to support their arguments to the media and in the courts.
Its CEO Joseph Cullman was actively defending their product on programs like Face The Nation.
JOSEPH CULLMAN: And I concluded from that report that it’s true that babies born from women who smoke are smaller, but they are just as healthy as the babies born to women who do not smoke. Some women would prefer having smaller babies.
DAVID: Women prefer underweight babies? Yeah, that didn’t age well.
JARED: Oh, it didn’t go over well at the time, either. But Philip Morris didn’t back down. In March 1970, Cullman and Philip Morris started using front groups to attack the American Cancer Society which was spotlighting the link between tobacco and cancer.
DAVID: This is like what is now known as astroturfing — corporations funding fake “citizens groups” to muddle the debate and basically lie to the public.
JARED: Yes and when Powell was on Phillip Morris’s board, the company basically invented this strategy. It was all documented decades later when federal prosecutors charged Philip Morris and other large tobacco companies with racketeering… and, later, when states won huge class action lawsuits against the industry.
DAVID: And so where was Lewis Powell in all this?
JARED: Well, he certainly wasn’t just an observer watching from the boardroom. As legal counsel, he helped craft these programs, guiding specific lobbying efforts, communications strategies, and legal frameworks –– all in an effort to protect profits and sow doubts about any adverse health claims. Let me read you this one letter from May 1970.
Powell wrote to Cullman —
DAVID: Ooh, make it sound like you’re talking to Lewis Powell’s dictaphone.
JARED with a dictaphone filter: “As you know, I have long thought that the tobacco industry could not continue indefinitely to ignore the extremism and lack of regard for the truth manifested by the American Cancer Society and others. I believe your recent moves have been justified and constructive. At the very least, the American Cancer Society is likely to be more restrained in the future.”
DAVID: And to be clear, Powell is writing this to Philip Morris’s CEO even though he and the tobacco industry knew, based on their own studies, that cigarettes were killing people.
JARED: Yup, this campaign Powell was involved in, this was a sophisticated PR effort that mixed lobbying, media relations, litigation, and industry groups to prevent anything that would hinder their profits.
DAVID: And they were extremely successful. In 1971, Philip Morris saw record revenues. By the way, this was the same year they hosted the Walter Cronkite radio party for Lewis Powell.
But while Powell was helping Phillip Morris cover up tobacco’s health risks, he also had a side obsession.
JARED: Which leads us to our third and final major influence on Powell — one that we were shocked to find. While digging around the Powell archives, I found letters showing that starting in the 1960s, Powell began a regular correspondence with FBI Director J. Edgar Hoover, who infamously used the agency to target alleged communists in every aspect of American society. It turns out that while Powell was president of the American Bar Association and a member on the Virginia Board of Education, he was functioning as an “SAC contact.”
DAVID: What’s an “SAC contact?”
JARED: It’s an FBI term for a confidential informant. Or you could say it was someone that the FBI was really close and friendly with. A trusted friend they could call upon to provide information. Like, in Powell’s case, about possible communist activities in the legal profession.
DAVID: Okay so this fine, upstanding, polite guy Lewis Powell is also kind of like J. Edgar Hoover’s eyes and ears on the legal profession.
JARED: Yeah and not only that, into the late 1960s, Powell was corresponding frequently with Hoover’s most trusted lieutenant, sharing his concerns about communism and left-wing activism. This high-level FBI official was giving Powell agency intelligence about the operations and financials of the New Left. Powell was thinking a lot about this new breed of political activists and college campus organizers. He was very interested in a report called “Confrontation Politics” which analyzed the rhetorical style of these radical groups.
In one letter, Hoover’s guy recommended that Powell check out a newly published book, called Revolution for the Hell of It
DAVID: By Abbie Hoffman.
JARED: Here’s what Hoover’s guy wrote to Powell: “Hoffman is the leader of the Youth International Party (Yippies) and a self-admitted anarchist and revolutionary. This book might give you some insights into the New Leftist mentality.”
DAVID: While Powell’s correspondence with the FBI was secret, Powell was becoming more public about his crusades against communism and for law and order. He began making political speeches around the country amid the protests and chaos of the 1960s.
LEWIS F. POWELL: Today there are others with quite opposite goals who insist with equal fervor that civil disobedience of laws deemed to be unjust is a legitimate means of asserting desired right. Tyranny is the inevitable result of this form of anarchy.
DAVID: Powell was internalizing, echoing and being radicalized by the same themes being promoted by conservative icons of this era. Here’s Ronald Reagan right around the same time:
RONALD REAGAN: We realize we’re in a war that must be won. Those who would trade our freedom for the soup kitchen of the welfare state have told us they have a utopian solution of peace without victory.
DAVID: This was a speech Reagan delivered in 1964 in support of Barry Goldwater’s presidential campaign.
RONALD REAGAN: You and I have the courage to say to our enemies, “There is a price we will not pay. There is a point beyond which they must not advance.”
JARED: There’s this two year period, between 1968 and 1970, where Powell became increasingly alarmed about the direction of the country. One speech I found — it’s called “The Attack on American Institutions” — and it shows just how vehement he’d become.
LEWIS F. POWELL: And yet these are not ordinary times, and you are not an ordinary audience. You are the front line of the free enterprise system. Also you are dedicated Americans who believe that our economic and political system — free American democracy — you believe that to be the best ever conceived by man.
JARED: Richard Nixon, I should mention, was especially impressed with this speech by Powell in 1970.
LEWIS F. POWELL: Our democracy, and the values which it sustains, are now under broad and virulent attack.
DAVID: “Broad and virulent attack” –– That line sounds like a sneak preview of what would soon become his magnum opus for the U.S. Chamber of Commerce.
JARED: Yeah, and you can hear him forming the ideas and words that would converge later in his Memo. In the speech, Powell read quotes by leftist figures — like, the lawyer who defended the Chicago 7, Abbie Hoffman, and the Black Panther leader Eldridge Cleaver. He then says:
LEWIS F. POWELL: The spokesmen are not underground conspirators, plotting and planning in secrecy. They are as open and notorious as Adolf Hitler and his stormtroopers.
DAVID: Wait — did Lewis Powell just compare the Black Panthers to the Nazis?
JARED: Yeah… I get them confused too, don’t you?
LEWIS F. POWELL: These modern radicals believe our society can be overthrown by new techniques. They understand that the levers of power — especially the means of influencing thought and emotion — are different in the modern world.
DAVID: OK, so Powell — like a lot of older white men of the time — was being radicalized against the radicals.
JARED: And you can see this in letters –– how all this was churning around in Powell’s big brain. Can I show you one more letter? It leads us up to the memo, I promise.
DAVID: Yeah, go ahead.
JARED: Ok this is from a string of letters between Powell and this guy from Madison Avenue, William Ruder. Ruder was co-founder of the PR agency Ruder Finn, which was key to helping Philip Morris with their campaigns to deny the scientific evidence that smoking causes cancer.
Ruder wrote to Powell:
“I enjoyed our discussion about the question of the whole free enterprise system — and the open question as to who is going to be doing the work to make sure that in the long run it survives. I think unfortunately that this is in the category of everybody’s job — and therefore nobody’s. And that’s a real pity.”
DAVID: Hmm… that whole “free enterprise system” rhetoric… it sounds really familiar.
JARED: Yeah. Because a few months later, Powell would write about it in his Memo.
DAVID: OK, I want you to imagine that it’s 1971 and you’re Lewis Powell, and you’re at the grocery store in Richmond, Virginia picking up a carton of Marlboro cigarettes.
JARED: Hang on, Powell didn’t smoke.
DAVID: Hmm, interesting, guess he knew the cancer data after all. Anyway, so you’re Lewis Powell and you’re buying a carton of milk. You’re waiting in line at the register, daydreaming about how much you hate commies and hippies, and there on the newstand you spot the latest issue of Fortune magazine. So you start leafing through it, and who do you see being heralded in a nine-page profile?
ARCHIVAL NEWS CLIPS:
...Consumer Advocate Ralph Nader…
…Ralph Nader…
… Ralph Nader, that crusader for consumer protection.
JARED: In 1971, 37-year-old Ralph Nader was on fire. His legal crusades made him literally a celebrity. He was involved in everything from exposing corporate fraud to exposing political corruption — including Nixon’s dairy scandal you heard about in Episode 1.
ARCHIVAL NEWS CLIPS:
…Ralph Nader, the consumer advocate, filed suit today charging that the administration and the dairy industry set up illegal front organizations…
…Ralph Nader charged today that General Motors had violated federal automobile safety law…
… If you think about what Nader has done all by himself, in Detroit and in Washington and elsewhere. Multiply that by 15 times, if you could have firms of people doing this kind of thin. You’d be changing the equation of power in a state…
DAVID: So, if you’re Lewis Powell in this imaginary checkout line at the grocery in Richmond, Virginia, and you spot your nemesis Ralph Nader on the newsstand, you’re now having an apoplectic meltdown. This guy you can’t stand is now so famous that he’s being profiled in your business pals’ favorite magazine — and now he’s mounting a new crusade to pass the campaign finance laws that could stop you and your corporate allies from buying the politicians you need to get the policies you want.
JARED: So, maybe it wasn’t in a grocery store, but we do know that this 1971 Fortune piece on Nader is the thing that really drove Lewis Powell over the edge.
DAVID: OK, so what’s that mean, over the edge?
JARED: So Powell meets up with a longtime friend who also lived in Richmond, a guy named Gene Sydnor. He had served in the Virginia state Senate, was extremely pro-business, and was the CEO of a chain of department stores.
But most importantly, Sydnor had recently become chair of the education committee of the U.S Chamber of Commerce and he had high-level connections with the group’s leadership in Washington, D.C.
DAVID: If any one organization could turn the tides on what Powell saw as the country’s biggest problems, it would be the U.S. Chamber of Commerce, the most powerful business lobbying organization in Washington.
JARED: Yeah, but first he needed to convince the Chamber to go big. Bigger and more audacious than they had ever gone before. So Powell got to work, writing. And by the end of the summer he’d completed this 34-page, typed document, complete with section headings and footnotes.
DAVID: Did he use his dictaphone? Please, Jared, please tell me you found Lewis Powell recording his memo.
JARED: No, and believe me, I literally spent a year trying to find it. It was my white whale.
DAVID: I mean, if you would’ve found that…
JARED: It could still be out there. But we came up with the next best thing. We found another famous Lewis who could capture the outrage dripping from the text of this memo.
LEWIS BLACK: Can you hear me? Okay. Talk to me. No, I can’t see you at all. Not a fucking thing. Hello? Talk to me. come on. This is crazy.
DAVID: Wait, is that Lewis Black, the comedian? The guy who literally plays the Anger emotion in my kids favorite Pixar movie?
JARED: Yup — we got Lewis Black to read Lewis Powell’s memo for us.
LEWIS BLACK AS LEWIS POWELL: There you are. Unbelievable. All right, All right, hold on. I’m going to close the door here. Ready? All right, let’s do it CONFIDENTIAL MEMORANDUM. Date: August 23, 1971. FROM: Lewis F. Powell, Jr.
DAVID: As you’ll hear in his memo, Powell was a man who was extremely deliberate in his choice of words.
LEWIS F. POWELL: No thoughtful person can question that the American economic system –– variously called: the “free enterprise system,” “capitalism,” and the “profit system” — is under broad attack.
JARED: And for this Powell chose language that was explosive....
LEWIS F. POWELL: The broad, shotgun attack on the system itself, there are constant rifle shots, which undermine confidence and confuse the public.
JARED: This is language meant to stir emotions.
LEWIS F. POWELL: Business has been the favorite whipping-boy of many politicians for many years.
JARED: This is language that defined a common enemy.

LEWIS F. POWELL: Perhaps the single most effective antagonist of American business is Ralph Nader who — thanks largely to the media — has become a legend in his own time and an idol of millions of Americans.
DAVID: Hold on, what happened to the Powell everyone described as Mr. Nice Guy?
PROFESSOR NINA TOTENBERG: I can’t imagine him ever saying a harsh word to anyone.
JARED: Well this is Mr. Angry. Powell is basically sounding an alarm about hippie barbarians at the gate.
LEWIS F. POWELL: If our system is to survive, top management must be equally concerned with protecting and preserving the system itself.
JARED: This wasn’t just a rant, though. Powell had a plan to address the problem, a plan that could be executed by corporate America.
It had just a few simple steps. Step 1: Spread conservative ideals in higher education
LEWIS F. POWELL: The campus… as these bright young men from campuses across the country, seek opportunities to change a system which they have been taught to distrust — if not, indeed despise — they seek employment in the centers of the real power and influence in our country
DAVID: Ah I see, just bright young men, eh?
JARED: Yeah, this is peak Mad Men era.
DAVID: Powell said Chamber can change the campus by funding various programs including:
LEWIS F. POWELL: A Staff of Scholars… Staff of Speakers… Speaker’s Bureau… Evaluation of Textbooks...
JARED: Then we get to Step 2: Change the media.
LEWIS F. POWELL: Television. The national television networks should be monitored in the same way that textbooks should be kept under constant surveillance.
DAVID: Powell wrote that infiltrating radio was also important, as was…
LEWIS F. POWELL: …scholarly Journals… books… paperbacks… pamphlets… paid advertisements.
JARED: Next up, Step 3:
LEWIS F. POWELL: The Neglected Political Arena…
DAVID: Pump money into politics and elections…
LEWIS F. POWELL: Business must learn the lesson, long ago learned by Labor and other self-interest groups. This is the lesson that political power is necessary; that such power must be assiduously cultivated; and that when necessary, it must be used aggressively and with determination — without embarrassment and without the reluctance which has been so characteristic of American business.
DAVID: Powell said the Chamber of Commerce should consider assuming a broader and more…
LEWIS F. POWELL: …vigorous role in the political arena.
JARED: And finally step 4, the most important section by far –– an area where Powell had unique expertise –– take over the courts.
LEWIS F. POWELL: The judiciary may be the most important instrument for social, economic and political change.
DAVID: Powell saw the legal system — especially the Supreme Court — as an underutilized front where businesses could be much more assertive.
LEWIS F. POWELL: Perhaps the most active exploiters of the judicial system have been groups ranging in political orientation from liberal to the far left.
DAVID: Powell wanted businesses to use the courts offensively, to create a legal environment that was more favorable to their interests.
Powell told business leaders to rip a page from the playbook of consumer advocates like his nemesis Ralph Nader, who made his name filing public interest lawsuits. The Powell Memo advised corporate executives to pursue their own lawsuits to challenge regulations and decisions that they felt were harmful to business interests.
LEWIS F. POWELL: The American Civil Liberties Union is one example. It initiates or intervenes in scores of causes each year, and it files briefs amicus curiae in the Supreme Court in a number of cases during each term of that court.
DAVID: Even if the Chamber wasn’t directly involved in the lawsuits, Powell suggested that business groups should be more active in filing amicus briefs, special legal documents submitted by outside parties who want to influence judicial rulings.
LEWIS F. POWELL: The greatest care should be exercised in selecting the cases in which to participate, or the suits to institute. But the opportunity merits the necessary effort.
JARED: And like any good business plan, Powell brought up the most important factor: Money… and lots of it.
LEWIS F. POWELL: This is a vast area of opportunity for the Chamber, if it is willing to undertake the role of spokesman for American business and if, in turn, business is willing to provide the funds.
DAVID: Powell wrote that, for a massive program like this to be successful, it must be a long-term undertaking with significant staffing and resources, which…
LEWIS F. POWELL: …would require far more generous financial support from American corporations than the Chamber has ever received in the past.
DAVID: He concludes the memo doing his own version of Karl Marx’s “workers of the world unite” signoff — only he implores corporate leaders to get on board and start cutting checks, or face extinction.
JARED: Really, it’s more of “CEOs of the world, unite.”
LEWIS F. POWELL: But this would be an exercise in futility unless the Board of Directors of the Chamber accepts the fundamental premise of this paper, namely, that business and the enterprise system are in deep trouble, and the hour is late! Lewis F. Powell Jr.
DAVID: Okay, so Lewis Powell gets pissed off at Ralph Nader, and then writes this memo. But “memo” clearly doesn’t do it justice — no pun intended.
As we’ve just heard, it was really a full-scale manifesto — 6,000 words long, super strident, super detailed. And remember, Powell doesn’t just put it in his drawer. He puts it in the hands of the president of the U.S. Chamber of Commerce, and it starts to quietly circulate among the most powerful people in the country. And then two months later, Lewis Powell’s phone rings. He picks up, and he’s asked to hold for a very important caller.
WHITE HOUSE RECORDINGS:
…Hello…
…Mr. President. I have Mr. Lewis Powell on the line for you…
Richard Nixon and Powell had known each other for many years… they corresponded about their shared hatred of commies and campus leftists. But this wasn’t a random social call to shoot the shit. Nixon had a very important question for Powell.
PRESIDENT RICHARD NIXON: If I determined that your appointment at this time is what the Court needs, would you undertake it If I were to ask you to do it?.
LEWIS F. POWELL: I think the answer is affirmative, Mr. President. I’m a fairly patriotic guy —
PRESIDENT RICHARD NIXON: Oh, I know that. I know what you’ve done through the years.
DAVID: That last line by Nixon is really important.
PRESIDENT RICHARD NIXON: I know what you’ve done through the years.
DAVID: Nixon knew exactly who Powell was and exactly what Powell represented. In a private phone call with California Governor Ronald Reagan, Nixon characterized Powell as “a corporation lawyer.”
For Nixon, nominating Powell was a political masterstroke — Powell was conservative conservative enough to get nominated by a Republican president, but seemed on the surface to be moderate enough to be accepted by a Democratic Congress. But the bottom line was… if Powell was confirmed, big business would get its man, the man with the plan, on the highest court in the land.
ARCHIVAL TELEVISION CLIP: Who’s the man with the master plan?
ARCHIVAL NEWS CLIPS:
… The United States Senate reserved the past two days for debate, the nomination of Lewis Powell to become a Justice of the United States Supreme Court. But the two days was not necessary and there wasn’t even a whisper of opposition. In fact, the senators even ran out of praise…
…Nobody was attacking Powell. And you can only call him great or outstanding so many times and still keep an audience…
Now wait a minute, how is it that Democrats saw Powell as a moderate? Why didn’t they put up any opposition to the author of the Powell Memo?
Well that’s the thing: The FBI did a background check of Powell and interviewed dozens of friends, colleagues and co-workers for its report to the Senate. But remember — the agency was run by Powell’s penpal J. Edgar Hoover, and so, conveniently, Powell’s memo — the clearest statement of his actual political ideology that he’d bring to the Supreme Court — did not show up in the FBI’s report, nor did they mention his close association with Hoover and Hoover’s top lieutenant.
And, of course, they also left out Powell comparing liberal activists to Adolf Hitler.
ARCHIVAL NEWS CLIP: “The vote confirming Powells nomination to the court was 89-1.”
DAVID: Amazingly, only one guy in the entire Senate seemed suspicious of Powell.
ARCHIVAL NEWS CLIP: ... the only dissenting vote coming from Fred Harris of Oklahoma. Harris explained his contrary vote as a lack of confidence and a man he charged was an elitist with no compassion for little people.
DAVID: If lawmakers had actually known about the Powell Memorandum there is a possibility that Senator Harris wouldn’t have been alone. The Senate may have rejected Powell, according to Adam Winkler, a UCLA professor and author of the book We the Corporations.
PROFESSOR ADAM WINKLER: There were a lot of people sitting in Congress who had voted for many of the kinds of laws that Powell thought were so dangerous — consumer regulation, highway safety regulation, civil rights laws and significant antitrust laws, etc. Had Justice Powell’s strong pro-business views as expressed in the Chamber of Commerce memo been known, he might never have made it onto the Supreme Court.
DAVID: We’ll never know, because while the Powell Memo circulated among the Chamber of Commerce crowd, it remained a secret to the outside world.
But that changed once Powell was installed on the court, and his memo got out.
A few months after Powell was sworn in, his memo was leaked to Jack Anderson, a prominent Washington Post columnist known for exposing Nixon’s corrupt activities. Anderson’s article, headlined “FBI Missed Blueprint by Powell,” was syndicated nationwide, raising questions about why this aggressive political document was concealed during Powell’s confirmation hearings.
Powell himself never publicly addressed that controversy. He downplayed the memo to his clerks and colleagues. He portrayed it as a quick, informal favor for a friend, not a serious policy document.
Meanwhile, corporate leaders, upset by the negative press around the memo, rallied to Powell’s defense.
Fellow lawyers penned letters to newspaper editors criticizing the media coverage.
Senator Harry F. Byrd Jr., a longtime friend of Powell’s, even took to the Senate floor to defend his fellow Virginian. Byrd said:
“In essence, the memorandum is a call to the business community of the United States to exercise its first amendment right of free expression on its own behalf.”
In retrospect, this pushback seems to be a tactic from Powell’s own playbook, using the controversy as an opportunity to spread the message of the memo even further.
In fact, Byrd had the full text of the Memo submitted into the Congressional Record. It seemed like Powell’s acolytes were ready to heed his words and fight back against the haters, or has he called them, “the Naders”
LEWIS F. POWELL: There should be no hesitation and every available means should be employed to challenge and refute unfair attacks
DAVID: Overshadowed by other political scandals like the Watergate investigation, the leak of the Powell Memo faded from the media’s memory and Powell worked hard to burnish his public image as a moderate, genteel lawyer.
Even when Powell died in 1998, his obituary in The Washington Post didn’t not mention the memo. It seemed lost to history.
But the memo did not go away.
SEN. SHELDON WHITEHOUSE: It was eerie when I first read the contents of that memo…
DAVID: That’s Senator Sheldon Whitehouse.
SEN. SHELDON WHITEHOUSE: Because so much of what you see right now, playing out at the hands of the far right, was recommended in that memo. That you needed to control the court. That you needed to control the media. That you needed to have rapid response on college campuses.
DAVID: Whitehouse told us that the Powell Memo is still the master plan today — one that catalyzed a conspiracy to legalize corruption and take over Washington.
SEN. SHELDON WHITEHOUSE: You can see the blueprint for the, um, corporate political influence apparatus laid out in that Memo and now you look around and you see its elements operating in plain view.
DAVID: These days, more and more people sense a connection between the memo and everything that’s happened since.
NEWS CLIPS:
…The corporate takeover of American politics started with a man and a memo…
...If you want to know what the conservative movement has been doing for the past 40 years now read the Powell memo..
DAVID: But as any prosecutor knows, to prove a conspiracy, it’s not enough to show that a group of people had a shared interest in a desired outcome or even that a plan existed. You have to also show that the players involved had an agreement and acted together to execute that plan.
SEN. SHELDON WHITEHOUSE: You see the behaviors begin to move as, uh, more and more corporate lobbying was set up. As the front groups that the Powell memo foretold between corporations that don’t want to have bad political conduct associated with their name but want to engage in bad political conduct needed and were set up… the actions after the memo follow too closely to the script to have it not have been read and been the template.
DAVID: Now, if Powell’s manifesto really was put into action, the conspirators would’ve needed to have stuff like meetings, agendas and presentations, right? So where is all of that? Senator Whitehouse sees the connections, but does he have hard evidence of a coordinated conspiracy?
SEN. SHELDON WHITEHOUSE: Um, I don’t. But it’s hard to believe that that wasn’t circulated through the corporate community.
DAVID: Well guess what? We did what no one else has been able to do before — we found proof that there was a conspiracy — and we found it in the darndest of places. So that’s where we’re going next… a very special place. A magical place where dreams come true.
MUSIC: Orlando!
DAVID: That’s next time, on Master Plan.