Brief of Amici Curiae: Corporate Law Professors in Support of Respondents in Masterpiece Cakeshop v. Colorado Civil Rights Commission

Abstract

This amicus curiae brief was submitted in Masterpiece Cakeshop v. Colorado Civil Rights Commission, concerning whether a bakery can refuse services to a gay couple based on First Amendment claims, specifically the free speech and free exercise of religion of the owner. It argues that the constitutional claims of petitioner Masterpiece Cakeshop, Ltd., “a Colorado corporation,” depend on assumptions running contrary to longstanding and fundamental principles of corporate law, namely the separation of shareholders from the corporate entity. The constitutional interests asserted here by Petitioners are not the interests of the corporation, but rather the interests of one of the corporation’s shareholders, Jack Phillips, who demands that the Court project his religious beliefs and political views onto the company. Petitioners’ brief is replete with assertions of how the Colorado Anti-Discrimination Act (CADA) burdens Phillips’s individual religious beliefs. But Phillips wants to assert that such beliefs are burdened when the corporation in which he owns shares is required to act as a public accommodation under the laws of Colorado. But he and the corporation are not the same and should not be deemed identical for purposes of the Constitution. Such unity between a shareholder and a corporation runs counter to longstanding corporate law principles this Court has repeatedly acknowledged. This Court should not base its constitutional jurisprudence on an implicit assumption that contravenes this fundamental tenet of corporate law.

Keywords: Supreme Court, shareholder interests, corporate personhood, competition, strict separation