![handle is hein.journals/sidbarc118 and id is 1 raw text is:
COLUMBIA LAW REVIEW ONLINE
VOL. 118 DECEMBER 11, 2017 PAGES 1-28
CORPORATE POLITICAL SPENDING AND THE SIZE
EFFECT
Reilly S. Steel*
INTRODUCTION
In the years since Citizens United v. FEC,' corporate-political-spending
disclosure has become an increasingly heated public policy issue. The
portion of the Court's opinion that championed shareholder rights to
make decisions about corporate political speech generated a substantial,
interdisciplinary literature,2 and shareholders responded by demanding
political-spending disclosure through a bevy of shareholder proposals.
However, many commentators have argued that shareholder activists'
efforts to bring about disclosure on their own are bound to be inade-
quate, and in 2011, a group of law professors petitioned the Securities
and Exchange Commission (SEC) for rules that would mandate disclo-
sure by public companies-a petition that generated over a million
comment letters (and considerable controversy).4 Critics of the petition
have charged that mandatory rules are unnecessary because private or-
dering should be sufficient to induce the optimal level of disclosure,'
* Juris Doctor 2017, Columbia Law School.
1. 558 U.S. 310 (2010).
2. See, e.g., Lucian A. Bebchuk & RobertJ. Jackson, Jr., Corporate Political Speech:
Who Decides?, 124 Harv. L. Rev. 83, 83 (2010); Rajesh K. Aggarwal et al., Corporate
Political Donations: Investment or Agency?, 14 Bus. & Pol., no. 1, 2012, Article. 3, at 1, 6;
For several critical views of efforts to force disclosure, see Symposium on Corporate
Political Spending, 3 Harv. Bus. L. Rev. 363 (2013).
3. See Lucian A. Bebchuk & Robert J. Jackson, Jr., Shining Light on Corporate
Political Spending, 101 Geo. L.J. 923, 938-39 (2013) [hereinafter Bebchuk & Jackson,
Shining Light]; infra Appendix at Table A.1.
4. Lucian Bebchuk & Robert J. Jackson, Jr., The Million-Comment-Letter Petition:
The Rulemaking Petition on Disclosure of Political Spending Attracts More than 1,000,000
SEC Comment Letters, Harvard Law Sch. Forum on Corp. Governance and Fin.
Regulation (Sept. 4, 2014), http://corpgov.law.harvard.edu/2014/09/04/the-million-
comment-letter-petition-the-rulemaking-petition-on-disclosure-of-political-spending-
attracts-more-than-1000000-sec-comment-letters [http://perma.cc/J64F-54PA].
5. Private ordering refers to the mechanism by which private actors-here,
shareholders and boards of directors-set the rules that govern their conduct. 3 James D.
Cox & Thomas Lee Hazen, Treatise on the Law of Corporations § 15:23, Westlaw (3d ed.,
database updated Dec. 2016).
6. See, e.g., Larry Ribstein, Should the SEC Regulate Corporate Political Speech?,
Truth on the Mkt. (Aug. 4, 2011), http://truthonthemarket.com/2011/08/04/
should-the-sec-regulate-corporate-political-speech [http://perma.cc/TW5L-7FC3]](ViewImageLocal?handle=hein.journals/sidbarc118&div=1&collection=&method=preview&ext=.png&size=3)
What Is HeinOnline?
Contact us for annual subscription options:
Already a HeinOnline Subscriber?
profiles profiles most
Contact us for annual subscription options:
Already a HeinOnline Subscriber?
profiles profiles most
Contact us for annual subscription options:
Already a HeinOnline Subscriber?
profiles profiles most