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2013 U. Ill. L. Rev. 785 (2013)
Corporate Personhood and the Corporate Persona

handle is hein.journals/unilllr2013 and id is 809 raw text is: CORPORATE PERSONHOOD AND THE CORPORATE PERSONA Margaret M. Blair* In 2010, the U.S. Supreme Court held in Citizens United v. FEC that restrictions on corporate political speech were unconstitutional because of the First Amendment rights granted corporations as a re- sult of their status as persons under the law. Following this deci- sion, debate has been rekindled among legal scholars about the mean- ing of corporate personhood. This debate is not new. Over the past two centuries, scholars have considered what corporate person- hood means and entails. This debate has resulted in numerous theo- ries about corporate personhood that have come into and out of favor over the years, including the artificial person theory, the contrac- tual theory, the real entity theory, and the new contractual theo- ry. This Article revisits that debate by examining the various func- tions of corporate personhood including four functions I have identi- fied in previous work: (1) providing continuity and a clear line of succession in property and contract, (2) providing an identifiable persona to serve as a central actor in carrying out the business activi- ty, (3) providing a mechanism for separating pools of assets belong- ing to the corporation from those belonging to the individuals partici- pating in the enterprise, and (4) providing a framework for self- governance of certain business or commercial activity. In this Article, I focus on the historical evolution of the corporate form, and specifi- cally on how and why corporations have tended to develop clearly identifiable corporate personas. This corporate persona function is highly important to today's corporations and, because of this func- tion, corporations can become more than simply the sum of their parts. This Article suggests that scholars should keep the corporate persona function in mind in evaluating corporate personhood theo- ries, and return to a theory that sees corporations as more than a bundle of contracts. * The author would like to thank the Alfred P. Sloan Foundation and Vanderbilt University Law School's Law and Business Program for research support for this Article. Alyssa Corcoran pro- vided excellent research assistance. The author is solely responsible for any remaining errors or omis- sions. 785

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