55 Pages Posted: 8 Nov 2015
Date Written: November 6, 2015
The Supreme Court has looked to the rights of corporate shareholders in determining the rights of union members and non-members to control political spending, and vice versa. The Court sometimes assumes that if shareholders disapprove of corporate political expression, they can easily sell their shares or exercise control over corporate spending. This assumption is mistaken. Because of how capital is saved and invested, most individual shareholders cannot obtain full information about corporate political activities, even after the fact, nor can they prevent their savings from being used to speak in ways with which they disagree. Individual shareholders have no “opt out” rights or practical ability to avoid subsidizing corporate political expression with which they disagree. Nor do individuals have the practical option to refrain from putting their savings into equity investments, as doing so would impose damaging economic penalties and ignore conventional financial guidance for individual investors.
Keywords: corporate politics, union politics, First Amendment, shareholder rights, corporate speech
JEL Classification: D91, G32, G11, G18, G34, G38, K22, K31, J83
Suggested Citation: Suggested Citation
Coates, IV, John C. and Bebchuk, Lucian A. and Black, Bernard S. and Coffee, John C. and Cox, James D. and Gilson, Ronald J. and Gordon, Jeffrey N. and Hamermesh, Lawrence A. and Hansmann, Henry and Jackson, Robert J. and Kahan, Marcel and Khanna, Vikramaditya S. and Klausner, Michael and Kraakman, Reinier and Langevoort, Donald C. and Quinn, Brian JM and Rock, Edward B. and Roe, Mark J. and Scott, Helen S., Supreme Court Amicus Brief of 19 Corporate Law Professors, Friedrichs v. California Teachers Association, No. 14-915 (November 6, 2015). Available at SSRN: https://ssrn.com/abstract=2687241 or http://dx.doi.org/10.2139/ssrn.2687241