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Are Corporations People?
1/16/2024 pdw
There is no consensus on what a corporation is. The U.S. Supreme Court thinks it is a collection of people working together. A hundred years ago, they thought it was a fictitious legal person. And before that, folks thought it was a special privilege granted by the government in exchange for favors, like building a canal or fighting pirates off the Spanish Main. Currently, Delaware (and most scholars) think of corporations as a “nexus of contracts,” which is to say, a collection of agreements between indiviuduals. The goal of corporate law, according to contractarians, is to provide off-the-shelf default rules that a majority of folks would have selected themselves if there were a hypothetical bargain among all the corporate stakeholders.
What do you think? How does your conception of what a corporation is affect your view on what corporations should do? How does it affect your view of who should be punished for white-collar crimes? Or whether corporations should have free speech or religious expression? We will dive into this debate more in later chapters. While we build out the basics, go with the theory that “corporations are a legal person," which we will delve more into at the end of this section.
In this section we'll read two of the most controversial corporate cases of this century, and we'll discuss the theories of what a corporation is. Are corporations people? A group of people? A group of contracts? Something more?
How does your theory of what a corporation is influence your thoughts on civil rights exercised through the corporate form?
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