About | HeinOnline Law Journal Library | HeinOnline Law Journal Library | HeinOnline

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
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-
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-


What Is HeinOnline?

HeinOnline is a subscription-based resource containing thousands of academic and legal journals from inception; complete coverage of government documents such as U.S. Statutes at Large, U.S. Code, Federal Register, Code of Federal Regulations, U.S. Reports, and much more. Documents are image-based, fully searchable PDFs with the authority of print combined with the accessibility of a user-friendly and powerful database. For more information, request a quote or trial for your organization below.

Short-term subscription options include 24 hours, 48 hours, or 1 week to HeinOnline.

Contact us for annual subscription options:

Already a HeinOnline Subscriber?

profiles profiles most