Lecture 10 - Corporate Personhood

Question 1

Artificial Personhood

Answer 1

“an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law, it possesses only those properties which the charter of its creation confers upon it either expressly, or as incidental to its very existence.”

(Trustees of Dartmouth College v. Woodward)

Question 2

Aggregate Person

Answer 2

“…the rights and duties of an incorporated association are in reality the rights and duties of the persons who compose it and not of an imaginary being.”

(A Treatise on the Law of Private Corporations (1886))

Question 3

Real Entity

Answer 3

“…the corporation is a naturally existent entity which has compelled the law to grant it official recognition.”

(Ripken, p. 113)

Question 4

Nexus of contracts theory

Answer 4

Views the firm as a collection of various contributors (SH furnish capital, management furnishes know how…)

Question 5

Powell’s Belloti “Test”

Answer 5

“the constitution protects corporations except for “certain ‘purely personal’ guarantees.”

Question 6

Limits of Powell’s “Test”

Answer 6

o Test does not reflect Court’s history – broken jurisprudence
o Many rights applied to corporations prior to Bellotti would fail the test
o Test is overly rigid – yes/no approach ignores middle ground
o Test creates a rebuttable presumption in favor of corporate constitutional rights – “startling baseline”
o Test ignores influence of theories about corporate personhood