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University of Colorado Law School

2016

University of Colorado Law Review

Corporate governance

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Person, State, Or Not: The Place Of Business Corporations In Our Constitutional Order, Daniel J.H. Greenwood Jan 2016

Person, State, Or Not: The Place Of Business Corporations In Our Constitutional Order, Daniel J.H. Greenwood

University of Colorado Law Review

Business corporations are critical institutions in our democratic republican, market-based, economic order. The United States Constitution, however, is completely silent as to their status in our system. The Supreme Court has filled this silence by repeatedly granting corporations rights against the citizenry and its elected representatives.

Instead, we ought to view business corporations, like municipal corporations, as governance structures created by We the People to promote our general Welfare. On this social contract view, corporations should have the constitutional rights specified in the text: none. Instead, we should be debating which rights of citizens against governmental agencies should also apply …