In this common parlance, it simply means that corporations have certain legal rights and responsibilities. Congress acknowledged this principle explicitly in the so-called Dictionary Act of , which laid down rules for construing federal laws. Contained in Section 1 of Title I of the United States Code, this provision notes that, "unless the context indicates otherwise," the "words 'person' and 'whoever' include corporations, companies, associations, firms, partnerships, societies, and joint stock companies, as well as individuals.
The Constitution, moreover, is a legal text, written and ratified by men steeped in this legal tradition according to which corporations are artificial persons capable of holding certain rights under the law. Accordingly, the view that some constitutional rights attach to corporations as well as individuals is by no means a conservative manipulation of law, as the opponents of corporate personhood suggest. To be sure, a given reference to "persons" and their rights in the Constitution may or may not be intended to refer to corporations.
Frequently, as the language of the Dictionary Act indicates regarding the interpretation of statutes, it depends on the context. For example, the framers surely did not intend to refer to corporations when they provided that representation in the House of Representatives shall be determined with reference to "the whole Number of free Persons" in each state.
The Census Bureau, then, quite properly does not count corporations when ascertaining each state's population. Similarly, when the Constitution holds that "no Person shall be a Representative who shall not have attained to the Age of twenty five Years," it is certainly not suggesting that a corporation could be elected to Congress. And yet, one cannot easily dismiss the idea that some constitutional provisions do properly apply to corporations as well as individuals. But this is exactly what the left is now attempting with its flat, simple claim that "corporations are not people.
Progressives are, as a matter of fact, wrong on the question of whether corporations are people under American law. But the evidence for this is not limited to the English legal tradition and the legal educations of the framers and their successors.
If indeed corporations were not people, as progressives insist, strange and dangerous consequences would quickly follow. For instance, the Fifth Amendment to the Constitution provides that "no person shall be This would mean that a corporation's property could be taken arbitrarily, with no compensation, for any reason and at any time. Surely the American founders, who were ardent advocates of the right to property, did not intend this passage to protect the property rights only of individuals and not of corporations.
If the founders did not believe government is required to guarantee the property rights of corporations, then they conceded that natural persons could make their property subject to arbitrary and uncompensated seizure by the government by placing it in a corporation.
But as Hamilton observed in his Opinion as to the Constitutionality of the Bank of the United States , the very point of allowing incorporation is, in the first place, to permit "one or more natural persons" to "hold property" together as a single, legal person. Setting aside the framers' intentions, committing ourselves to denying corporate personhood would mean stripping corporations of their property rights and making their property subject to arbitrary seizure without compensation.
Private companies and businesses, which are nothing more than corporations, would have little choice but to close down. Non-profits, including traditionally left-of-center ones like the Sierra Club and the NAACP, would also be subject to property expropriation by the government.
Other examples of corporate rights derived from the Constitution abound. The Fourth Amendment protects the "right of the people to be secure in their persons, houses, papers, and effects, against unreasonable searches and seizures.
It would also mean states could enact laws discriminating against corporations based on the owner's race, religion, sex, or any other currently protected characteristic.
To do so would mean not only misreading the Constitution, but also subjecting the private cooperation of private citizens to potential tyranny. Of course, the idea that corporations have both property rights and equal-protection rights has not raised the left's ire so much as the notion that they have rights to freedom of speech and religion.
The left has vehemently denounced these rulings, despite the fact that the opinions come from straightforward readings of the relevant constitutional and legal provisions. The First Amendment does not use the word "person" when protecting freedom of speech. It simply states that "Congress shall make no law The provision seeks to protect "freedom of speech," without any reference to who is speaking, whether one or many, and, if many, how they are organized.
The plainest reading of the amendment, therefore, would protect the speech of both individuals and corporations, and even groups that are not formally incorporated. All of this seems to support the Court's conclusion in Citizens United that the Constitution protects the speech rights of corporations. Furthermore, unacceptable consequences would result from any attempt to deny corporations the freedoms of the First Amendment. This would mean that the Times , simply because it is an artificial person, lacks the right to speak freely.
It would also mean that the Times is not protected by the freedom of the press, which is enshrined in the First Amendment just after to the right of free speech. The left is not unaware of the practical consequences of their simplistic assault on corporate personhood. More often than not, they try to exempt certain institutions in proposals to curb the results of court decisions like Citizens United. For example, a failed constitutional amendment proposed by Senate Democrats would have empowered Congress to prohibit corporations from spending money to "influence elections.
Moreover, the proposed amendment would not even have tried to exclude all corporations from exerting influence on elections: It carved out an exemption for the institutional media.
And why should the institutional press have a right to influence elections, while that right is withheld from other corporations?
It is not possible to think through the Democrats' proposed amendment without concluding that it aimed not to establish or protect any neutral political principle, but simply to impede the kinds of speech, by the kinds of actors, disapproved of by its sponsors. A similar inquiry into religious freedom yields similar results. Once more, the First Amendment does not use the word "person" when it provides for freedom of religion.
Indeed, it would be strange if the right did not extend to corporations, since, as Blackstone observed of England and as was also true of early America, religious organizations were often established as corporations. How to Turn Republicans and Democrats into Americans. George C. Edwards III. Personal Responsibility in a World of Limits. Kent Greenfield. In-depth conversations with experts on topics that matter. But it should not be all. No human being—except, perhaps, Bill Gates—would have enough money to compensate those harmed by a massive disaster like Deepwater Horizon.
Corporate personhood is thus not only a mechanism for the creation of wealth by encouraging investment , it is also a mechanism for enforcing accountability by providing a deep pocket to sue.
When the left cries that corporations are not people, what they mean is that corporations should not be able to claim the constitutional rights that human beings can. Yet even here, there is reason to praise corporate personhood. Remember, the opposite of a constitutional right is a government power.
If corporations have no rights, then governmental power in connection with corporations is at its maximum. That power can be abused, and corporate personhood is a necessary bulwark. In , for example, the government sought to stop the New York Times , a for-profit, publicly traded media conglomerate, and the Washington Post , which had gone public as a corporation only a few weeks previously, from publishing the leaked Pentagon Papers.
The Supreme Court correctly decided that the newspapers had a First Amendment right to publish. That was one of the most important free speech decisions of the twentieth century. At the time, no one seriously suggested that the correct answer to the constitutional question was that the Times and the Post , as corporations, had no standing to bring a constitutional claim at all.
And the current proposals to end corporate personhood do not claim to save media corporations any more than pharmaceutical or oil companies. Planned Parenthood is a corporation; but no one seriously suggested it had no standing to object to limits on its ability to provide abortions.
Today, Google and other media companies are fighting government demands to disgorge the contents of their servers. Finally, if corporations were not able to claim the Fifth Amendment rights to be free of government takings, their assets and resources would always be at risk of expropriation.
The risk of investing in corporations would skyrocket, undermining the reason we have them in the first place. In fact, the argument that corporations should never have constitutional rights is embarrassingly flawed. Of course corporations are not genuine human beings. They should not automatically receive all the constitutional rights that you and I can claim.
Corporations cannot vote or serve on juries, for example; it does not make any sense to think of corporations asserting those rights, both because of the nature of the right and the nature of the corporate entity.
Similarly, the Court has held that corporations cannot assert the Fifth Amendment right to be free of self-incrimination. The exclusion makes sense, since corporations could otherwise evade all kinds of disclosure obligations necessary to make markets work. Can you imagine General Motors having a constitutional right not to disclose safety defects in their cars? When the time comes, the Court should draw the same line with regard to the freedom to exercise religion. The right is to protect the freedom of conscience, and only actual human beings have a conscience.
And only some of them at that. There should be allowances for genuine associations of religious people, such as churches.
But because of corporate separateness—that is, corporate personhood—it will be quite difficult for companies to show that they are genuine associations of religious people. Should corporations be able to assert First Amendment free speech rights? The answer depends on the context; that context includes the fact that the corporation is a legal form, but is not completely dependent on it. Sometimes it makes little sense to protect the First Amendment rights of corporations.
Securities laws, for example, routinely require corporations to disclose to the public their financial well-being. If you or I were required to reveal our personal finances, we could object to the requirement as coerced speech, a violation of the First Amendment.
This idea—that listeners have a right to hear the words of corporate speakers—is actually a liberal idea. When it comes to campaign finance, I agree with the personhood opponents that Citizens United wrongly expanded corporate rights to spend money on elections. Valeo , where the Court struck down limits on individual human campaign expenditures as violations of free speech.
They have said that the First Amendment gives them a right to decline to say on product labels that the meat they sell comes from foreign countries, or that food products contain genetically modified ingredients. For example, corporations have claimed the 4th Amendment right against unreasonable search and seizure to require regulators to obtain a warrant to check for safety violations.
Over the years, corporations have successfully claimed constitutional rights of people—including 4th Amendment rights against unlawful search and seizure, 5th Amendment rights to protect citizens against being unlawfully held for crimes, and 14th Amendment rights—to overturn democratically enacted laws, including worker safety, zoning, tax and other societally beneficial laws. For example, corporations have claimed 14th Amendment equal protection and due process rights to overturn tax and zoning laws meant to encourage locally owned business, restrict multinational big-box stores from developing in small communities , and many others.
If we agree that corporations should have some legal protections—such as granting a for-profit corporation property rights—but that corporations should not have all the same rights as people, then who should decide which ones they get? If we continue to allow the Supreme Court to make those decisions, we are encouraging an activist Court to make what should be political decisions.
The American people have used the constitutional amendment process numerous times across our history to reverse Supreme Court decisions not supported by the public.
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