Shareholder Rights: Citizens United and Delaware Corporate Governance Law
39 Pages Posted: 16 Feb 2012 Last revised: 28 Sep 2021
Date Written: February 14, 2012
This paper examines Citizens United in light of Delaware Corporate Governance Law. One aspect of that case, and the campaign finance cases generally, is the association rights of shareholders. That is, the ability of shareholders to prevent corporate funds (that they are the owners of) to further political goals they do not support. The Citizens United decision says that "corporate democracy" allows shareholders to protect themselves. Therefore, protecting shareholder rights is not a compelling interest that justifies state action.
I theorize that shareholder association rights cannot be protected adequately under current Delaware corporate law. If this is true, then it presents alternate grounds for limiting a corporation's political activities distinct from the speech equalization arguments put forward by opponents of such limits.
Keywords: Corporate Law, Constitutional Law, Corporate Governance, First Amendment, Political Speech, Association Rights
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