journal article Jan 01, 2010

Reconceiving Corporate Personhood

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References
36
[1]
Id (1886) 10.3133/wri874253
[4]
See Id
[5]
See Butler & Ribstein
[6]
CTS concerned the constitutionality of a state anti-takeover regulation under the Commerce Clause. Justice Powell quoted Chief Justice Marshall's famous characterization of the corporation as a state-created "artificial being"-the same view Justice Powell had previously called "extreme (1819)
[7]
United States v (1950)
[8]
They are endowed with public attributes. They have a collective impact upon society, from which they derive the privilege of acting as artificial entities. The Federal Government allows them the privilege of engaging in interstate commerce. Favors from government often carry with them an enhanced measure of regulation
[9]
Austin V Mich Chamber of Commerce, 494 U.S. 652, 653 (1990)
[10]
We think the Court of Appeals failed to appreciate the significance . . . of the fact that state regulation of corporate governance is regulation of entities whose very existence and attributes are a product of state law. As Chief Justice Marshall explained: 'A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law
[11]
Amir N See Generally Regulatory Arbitrage for Real: International Securities Regulation in a World of Interacting Securities Markets, 38 VA. J. INT'L L. 563 (1998) (discussing arbitrage of securities laws and the increasingly globalized securities markets)
[12]
Robert Reich "discussing the increasing globalization of American-owned corporations and foreign corporations' employment of American workers)" HARV. BUS. REV (1990)
[13]
E G See The Mythical Benefits of Shareholder Control
[14]
It is difficult and expensive to arrange for thousands of dispersed shareholders to express their often-differing views on the best way to run the firm (2007)
[15]
See Id
[16]
M Stephen Director Primacy and Shareholder Disempowerment, 119 HARV. L. REV. 1735 (2006)
[17]
See Reuven "1031 (discussing how the debate about the nature of the corporation has reignited with the rise of multinationals and noting that" WIS. L. REV (2010)
[18]
E G See
[19]
E G See Shareholder Democracy and the Curious Turn Toward Board Primacy, 51 WM. & MARY L. REV. 2071 (2010)
[20]
Ronald J See Theorizing About Self-Incrimination, 30 CARDOZO L. REV (2008)
[21]
conclusorily stating that corporations do not have the privilege against self-incrimination because it is "purely a personal privilege of the witness" and any human to speak for the corporation is an agent, who does not speak for (1906)
[22]
For a discussion of different views of the First Amendment, see Sullivan, supra note 2
[23]
Margaret M Blair & Lynn "A Team Production Theory of Corporate Law, 85 VA" L. REV (1999)
[24]
H Frank "Voting in Corporate Law" 26 J.L. & ECON (1983)
[25]
J H Daniel Fictional Shareholders: For Whom Are Corporate Managers Trustees
[26]
Cal L Rev (1996)
[27]
Martin Lipton The Inconvenient Truth About Corporate Governance: Some Thoughts on Vice Chancellor Strine's Essay
[28]
J Corp L "The whole point of the corporate form is to make clear that shareholders are not owners-that their share ownership gives them no right to claim or exercise control over their pro rata share of the corporation's assets or profits" U. ILL. L. REV (2007)
[29]
See Christopher The Enduring Ambivalence of Corporate Law
[30]
Ala L E G Rev "An alternative "team production" theory focuses on corporate law as a means of mediating various stakeholder groups. Blair & Stout, supra note 258. In contrast, others have advanced a shareholder-centric view of corporate governance" THE NEW CORPORATE GOVERNANCE IN THEORY AND PRACTICE (1385)
[31]
See supra text accompanying notes
[32]
E G Fischel & Sykes, supra note 166
[35]
Andrew Weissman "Rethinking Criminal Corporate Liability, 82 IND" L.J (2007)
[36]
Hale V Henkel (1906)
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Published
Jan 01, 2010
Cite This Article
Elizabeth Pollman (2010). Reconceiving Corporate Personhood. SSRN Electronic Journal. https://doi.org/10.2139/ssrn.1732910
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