Corporate Law Case Comment

Corporate Political Speech: Who Decides?

Vol. 124 No. 1 In Corporate Political Speech: Who Decides?, Professors Lucian Bebchuk and Robert Jackson consider the implications of Citizens United for corporations and corporate governance. They argue that political speech decisions – whether and how to engage in corporate political speech – differ significantly from and should not be subject to the rules governing ordinary business decisions for which corporate decisionmaking structures were designed. Professors Bebchuk and Jackson develop proposals for corporate law rules designed to align political speech decisions with shareholder interests and protect dissenting minority shareholders.