Abstract

In theCitizens United v. Federal Election Commission(2010) decision, the Supreme Court rendered an opinion verifying the legality of unions and corporations to spend funds from theirgeneral treasuriesto finance independent expenditures related to political and electioneering communications. Such speech and communications are constitutionally protected by the First Amendment, according to Justice Kennedy, who wrote the majority opinion (558 U.S. 22, 2010). The dissenting opinion questioned whether such rights should accrue to corporations, since corporations differ from constitutionally‐protected “natural persons” (dissent, 558 U.S. 50 at 2, 2010; Johnson2011). The decision ignited a firestorm of controversy, which renewed interest in the legal concept of corporate personhood.This article reviews key findings in theCitizens United v. FECcase, then describes the historical, legal, and theoretical concepts of corporate personhood with the goal of unbundling the nuanced consequences of the majority and dissenting opinions of theCitizens United v. FECcase. The analysis then turns to a shareholder perspective, with particular emphasis on the implications for shareholders’ rights and responsibilities. It concludes with an exploration of options available to shareholders concerned about how to respond when a corporation uses its resources to communicate political opinions at odds with their own.