Corporate Personhood

Corporate Personhood, Citizens United, and Potential Reform

The concept of corporate personhood, that corporations can be granted many of the same constitutional rights and protections as natural persons, has become increasingly controversial as the law has been reinterpreted to expand the purview of corporate personhood more than any other time in American history. To address this concern, I argue that corporations should be considered to have legal personhood less equal than to that of a human because, relative to a natural person, corporations exist and operate in an inherently and fundamentally different context that provides corporations undue political and legal influence and gives corporations the ability to limit rights and protections

already held by natural persons. To argue this, I will begin by giving an overview of the legal foundation of corporate personhood, mostly focusing on the intent of key political players during the creation of the Constitution, the relevant preceding cases to the 2010 United States Supreme Court ruling in Citizens United V. Federal Election Commission, and the Citizens United case itself. Next, I will describe the extent of the legal limits currently applied to corporations and how Citizens United reduced those limits. Thirdly, I will discuss why the contemporary approach to corporate personhood should be considered generally inapt. I will review how the modern interpretation of corporate personhood allows corporations to coerce political speech from its employees, reduces in effect other people’s free speech rights, and leads to greater political corruption through a surge in the usage of “dark money”. Lastly, I will provide what I would change in the legal reasoning behind our modern understanding of corporate personhood as given by the courts.
The Constitution itself does not grant congress the power to create corporate personhood or rules to protect a corporate person’s rights. Instead, it was interpreted to be an implied power of congress drawn from the Necessary and Proper Clause. John Marshall, the fourth Chief Justice of the United States, and Alexander Hamilton, one of the Founding Fathers, created much of the foundation for law related to corporate personhood. Marshall interpreted the language of the Constitution to mean that courts could not investigate the degree to which a corporation fulfilled its so called public purpose and that private corporations, once established as a legal person, were not under the public’s control. Hamilton, however, entirely disagreed with the notion of corporate personhood. Hamilton said, “To that legal or artificial person [a corporation], once created… annexes all those incidents and attributes which are represented as a prostration of the main pillars of their jurisprudence . . . it [a corporation] can have no country; those of descent cannot apply to it, because it can have no heirs; those of escheat are foreign from it, for the same reason; those of forfeiture cannot commit a crime; those of distribution, because, though it may be dissolved, it cannot die”. Hamilton contended that a corporation, if given legal personhood, would in practice not be held to the philosophical principles of the law and that corporations simply do not share the same traits as those of natural persons (Wolfe). The issue of corporate personhood being unsettled, would largely be ignored by the court until it first legally materialized in 1819, in the case of Trustees of Dartmouth College v. Woodward, when corporations were recognized to have the same rights as natural persons for the purpose of contracts. Since then, the Supreme Court has broadly expanded the meaning of corporate personhood.