Neither Persons Nor Associations: Against Constitutional Rights for Corporations

Abstract

This article challenges the practice of extending constitutional rights to corporations. Drawing on recent corporate law scholarship, it shows that a corporation is neither an association of natural persons nor an independent person (or “real entity”) itself. The rights of natural persons thus do not pass to it. Instead, the corporation is an abstract, property-owning legal entity entirely distinct from its members that owes its very existence to a complex of legal privileges granted by government. Having been constituted by government, the corporation cannot properly assert constitutional rights against it. Corporations have only what rights they are granted by charter or statute, and these do not and cannot include constitutional rights.

Keywords: corporation, constitutional rights