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http://ssrn.com/abstract=1739264
 
 

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The First Amendment and Corporate Governance


Larry E. Ribstein (Deceased)


University of Illinois College of Law; PERC - Property and Environment Research Center

January 12, 2011

Georgia State University Law Review, Vol. 27, No. 4, 2011
Illinois Program in Law, Behavior and Social Science Paper No. LBSS11-05
Illinois Public Law Research Paper No. 10-24

Abstract:     
The Supreme Court's decision in Citizens United did not end the controversy over regulating corporate speech. Although the Court broadly subjected regulation of corporate speech to the First Amendment, it did not wholly preclude regulation of corporate governance processes that produce corporate speech. The Court's opinion therefore shifted debate concerning corporate speech from corporations' external distortion of the political process to their internal distortion of shareholders' self-expression. This paper shows that regulation of the corporate governance process that produces speech faces significant obstacles under the First Amendment. These include the limited efficacy of regulation of corporate governance, regulation's potential for protecting the expressive rights of some shareholders by suppressing others, and the uncertain implications of this rationale for types of speech other than that involved in Citizens United. These problems with the corporate governance rationale for regulating corporate speech suggest that protection of shareholders' expressive rights may be trumped by society's interest in hearing corporate speech and the First Amendment's central goal of preventing government censorship.

Number of Pages in PDF File: 39

JEL Classification: K22, K48, K42

Accepted Paper Series


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Date posted: January 13, 2011 ; Last revised: July 14, 2011

Suggested Citation

Ribstein (Deceased), Larry E., The First Amendment and Corporate Governance (January 12, 2011). Georgia State University Law Review, Vol. 27, No. 4, 2011; Illinois Program in Law, Behavior and Social Science Paper No. LBSS11-05; Illinois Public Law Research Paper No. 10-24. Available at SSRN: http://ssrn.com/abstract=1739264

Contact Information

Larry Edward Ribstein (Deceased) (Contact Author)
University of Illinois College of Law ( email )
504 E. Pennsylvania Avenue
Champaign, IL 61820
United States
217-244-9881 (Phone)
217-244-1478 (Fax)
PERC - Property and Environment Research Center
2048 Analysis Drive
Suite A
Bozeman, MT 59718
United States

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