Law Commons^™

Citizens United, Corporate Personhood And Corporate Power: The Tension Between Constitutional Law And Corporate Law, Susanna Ripken

Susanna K. Ripken

No abstract provided.

Corporate First Amendment Rights After Citizens United: An Analysis Of The Popular Movement To End The Constitutional Personhood Of Corporations, Susanna K. Ripken

Susanna K. Ripken

No case in the Supreme Court’s last term was more controversial than Citizens United v. Federal Election Commission (Citizens United). In a sharply divided 5:4 decision, the Court invalidated strict federal campaign finance laws and upheld the First Amendment right of corporations to spend unlimited sums of corporate money to support or oppose candidates in political elections. Although mainstream criticism of Citizens United was fierce and widely publicized, a lesser known response to the case is a grassroots popular movement calling for an amendment to the Constitution establishing that money is not speech and that human beings, not corporations, are …

Corporations Are People Too: A Multi-Dimensional Approach To The Corporate Personhood Puzzle, Susanna K. Ripken

Susanna K. Ripken

The recent controversy over the billions of dollars authorized by Congress to bail out some of the nation’s largest corporations has illuminated a debate about the nature and role of corporations in our society. This debate involves fundamental questions about what or who it is exactly we are trying to save with bailout money. Has the corporation’s presence become such an integral part of our lives that its status obligates us to treat it as a “person” worth saving. Legal theorists have long puzzled over the nature of the corporate person and the value of calling the corporation a person …

Corporations Are People Too: A Multi-Dimensional Approach To The Corporate Personhood Puzzle, Susanna K. Ripken

Susanna K. Ripken

The recent controversy over the billions of dollars authorized by Congress to bail out some of the nation’s largest corporations has illuminated a debate about the nature and role of corporations in our society. This debate involves fundamental questions about what or who it is exactly we are trying to save with bailout money. Has the corporation’s presence become such an integral part of our lives that its status obligates us to treat it as a “person” worth saving. Legal theorists have long puzzled over the nature of the corporate person and the value of calling the corporation a person …

Multiple Personalities Incorporated: Accepting The Multi-Dimensional Personhood Of The Modern Corporation, Susanna K. Ripken

Susanna K. Ripken

One of the most intriguing debates in corporate law is over the personhood of corporations. For years, corporate theorists have tried to construct a complete and coherent theory of the corporate person. Some have argued that the corporation is merely a fictional, artificial person that exists only as a concession of state law. Others have asserted that the corporation is a real, independent person that has an ontological existence and identity of its own. The popular theoretical paradigm today is that the corporation is neither an artificial nor a real person; it is merely a nexus of contracts among the …

Predictions, Projections, And Precautions: Conveying Cautionary Warnings In Corporate Forward-Looking Statements, Susanna Ripken

Susanna K. Ripken

This article discusses the problems that are created when corporate insiders make public predictions about the future prospects of their business. Investors crave these types of forward-looking corporate disclosures because investors use them to make judgments about the future profitability of companies. Corporations, however, are often reluctant to make predictions and projections because sometimes the predictions fail to come true, and investors may then sue corporations for misleading the market. Congress enacted a controversial statutory safe harbor designed to encourage corporations to make forward-looking statements. The safe harbor immunizes corporations from liability so long as they include meaningful cautionary warnings …

The Provisional Director Remedy For Corporate Deadlock: A Proposed Model Statute, Susanna Ripken

Susanna K. Ripken

The article discusses a unique remedy for shareholder and director deadlock within corporations: the appointment of provisional directors to corporate boards. Provisional directors are neutral third parties who are appointed by courts to act temporarily as tie-breaking directors in corporations paralyzed by deadlock. Provisional directors possess the same rights and powers of ordinary directors to vote at meetings. The provisional director remedy is a valuable dispute resolution mechanism that shares similarities with other alternative forms of dispute resolution, including arbitration, mediation, and a hybrid form called mediation-arbitration.

The appointment of a provisional director raises concerns about both the autonomy rights …

Dual Identities And Dueling Obligations: Preserving Independence In Corporate Representation, Susanna K. Ripken

Susanna K. Ripken

Under the Model Rules of Professional Responsibility, lawyers for corporate entities must regard the organization itself as the client. Because the corporate client can act only through its authorized constituents, including officers, directors, and employees, the lawyer for the corporation typically looks to the authorized managers of the corporation to speak on behalf of the client. When the interests of the managers and the corporations diverge, however, the lawyer must seek out the highest authority in the organization to provide the appropriate guidance. As a general matter, the board of directors acts as the highest authority within the corporation. One …

Characteristics Of Soulless Persons: The Applicability Of The Character Evidence Rule To Corporations, Susanna Ripken

Susanna K. Ripken

The article discusses the nature of corporate personhood and the propriety of using certain types of evidence to prove corporate misconduct. Under Federal Rule of Evidence 404, the character evidence rule, evidence of a person's bad character generally is not admissible to prove that a person acted in conformity with that character on a particular occasion. Although the rule serves to protect individuals in both criminal and civil cases, no consensus exists as to whether the character evidence rule should apply with equal force to corporations. This article argues that the ban on character evidence should not be extended to …