To Be or Not to Be? Citizens United and the Corporate Form

37 Pages Posted: 2 Feb 2010 Last revised: 9 Feb 2010

Date Written: February 1, 2010


In Citizens United vs. FEC, the Supreme Court struck down a Federal ban on direct corporate expenditures on political campaigns. The decision has been widely criticized and praised as a matter of First Amendment law. But it is also interesting as another step in the evolution of our legal views of the corporation. The thesis of this Article is that by viewing Citizens United through the prism of theories about the corporate form, it is possible to understand why both the majority and the dissent departed from previous Supreme Court cases on the First Amendment rights of corporations, and to predict what arguments can be expected next.

Keywords: First Amendment, Corporations

JEL Classification: K22, L22

Suggested Citation

Avi-Yonah, Reuven S., To Be or Not to Be? Citizens United and the Corporate Form (February 1, 2010). U of Michigan Law & Econ, Empirical Legal Studies Center Paper No. 10-005, U of Michigan Public Law Working Paper No. 184, Available at SSRN:

Reuven S. Avi-Yonah (Contact Author)

University of Michigan Law School ( email )

625 South State Street
Ann Arbor, MI 48109-1215
United States
734-647-4033 (Phone)

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