The Corporation as Person

Our own Professor Bainbridge has a post up about a recent Ninth Circuit decision concluding that (in Steve's words): "A corporation can acquire a 'racial identity' and therefore have standing to sue in its own name and right under federal civil rights laws on grounds that it was unlawfully discriminated against." As Steve says, "this is just nuts." Steve continues: "There is no such thing as a corporate person. The corporation is simply a legal fiction - albeit a very useful one - by which we describe a complex set of contracts having as their nexus a board of directors."

Steve also links to some other posts on the matter, including one by law professor and corporate-law expert Larry Ribstein.

I am, to be sure, *not* a corporate-law expert. I have written, though (as has our colleague Rob Vischer) about the role and function of "associations" in the first amendment context, suggesting -- among other things--that we ought not to view "expressive associations" merely as vehicles for individuals' expression, but also as educators, as "players" in civil society, and as competitors with the state in the citizen-formation game.

It might also be worth thinking about Kathleen Brady's latest (see this post) paper on the free exercise rights of religious organizations.

I assume that Steve is right, and that -- for corporate-law purposes-- a corporation is not reallya "person", but is a set of contracts. I wonder, though, if Catholic scholars -- living and thinking, as we do, in a Church that claims to be, in a meaningful sense, the body of Christ -- might want to resist reducing the corporation to (merely) such a set?

Just a thought. Kathleen? Rob? Steve?

Rick