The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Thu, 23 Apr 2026 11:32:47 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Citizens United as Bad Corporate Law – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Citizens United as Bad Corporate Law https://corpgov.law.harvard.edu/2018/09/12/citizens-united-as-bad-corporate-law/?utm_source=rss&utm_medium=rss&utm_campaign=citizens-united-as-bad-corporate-law https://corpgov.law.harvard.edu/2018/09/12/citizens-united-as-bad-corporate-law/#comments Wed, 12 Sep 2018 13:02:30 +0000 https://corpgov.law.harvard.edu/?p=110878?d=20230309151911EST Posted by Jonathan R. Macey (Yale Law School) and Leo E. Strine, Jr. (Delaware Supreme Court and Harvard Law School), on Wednesday, September 12, 2018
Editor's Note:

Jonathan R. Macey is the Sam Harris Professor of Corporate Law, Corporate Finance & Securities Law at Yale Law School; and Leo E. Strine, Jr. is Chief Justice of the Delaware Supreme Court, the Austin Wakeman Scott Lecturer on Law and a Senior Fellow of the Harvard Law School Program on Corporate Governance. This post is based on their recent paper. Related research from the Program on Corporate Governance includes Shining Light on Corporate Political Spending and Corporate Political Speech: Who Decides?, both by Lucian Bebchuk and Robert Jackson (discussed on the Forum here and here), and Corporate Politics, Governance, and Value Before and after Citizens United by John C. Coates.

In our paper Citizens United as Bad Corporate Law, we show that Citizens United v. FEC, arguably the most important First Amendment case of the new millennium, is predicated on a fundamental misconception about the nature of the corporation. Specifically, Citizens United v. FEC (558 U.S. 310 (2010), which prohibited the government from restricting independent expenditures for corporate communications, and held that corporations enjoy the same free speech rights to engage in political spending as human citizens, is grounded on the erroneous theory that corporations are “associations of citizens” (See 558 U.S. 310 at 356) rather than what they actually are: independent legal entities distinct from those who own their stock.

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