In Defense of Corporate Persons

Corporate personhood is getting a bad name.

After Citizens United v Federal Election Decision in 2010, protecting the First Amendment rights of corporations to spend money in elections, the nation has seen the development of a broad-gauged movement to overturn the decision by way of constitutional amendment. These proposals range from relatively limited and contained grants of Congressional authority to regulate campaign finance to broad attacks on what proponents call corporate “personhood.” This attack on corporate personhood is a mistake.

Corporate separateness — corporate “personhood” — is an important legal principle as a matter of corporate law. As a group … Read more

The Ideological Flip Over Shareholder Primacy and Corporate Citizenship

For a generation, the ideological lines within corporate law have been fairly well defined. On the one side, progressives have argued for a weakening of the shareholder primacy norm as a normative matter or that it does not exist as a positive matter. Corporations should have responsibilities that extend beyond the bottom line — that they should see themselves, and be seen as, being subject to a robust social contract. Corporate citizenship should be taken seriously.

On the other side, conventional corporate law theorists argue for the existence and appropriateness of a shareholder primacy norm. Corporations may serve non-shareholder interests … Read more