As the DISCLOSE Act siren song wails its last, let us not forget the other “reform” proposal made in the wake of Citizens United: shareholder democracy!
No less than the Harvard Law Review has released articles written about Citizens United v. Federal Election Commission, corporations, political speech and other related stuff. Eager to broaden my horizons, I took a look at the article by Lucian A. Bebchuck and Robert J. Jackson, Jr. Bebchuk is kind of a big deal corporate law professor at Harvard. Jackson is at Columbia, a graduate of Harvard Law, and apparently no relation to Robert H. Jackson. Overall, the authors argue that the law should impose special rules governing who gets to decide whether, and what, the corporation should say about politics. They prefer special rules to the default rule, which is that, as with ordinary business decisions, the directors and executives have authority to make political spending decisions.
I am underwhelmed. Not by the overall point, but by the lack of interest the authors demonstrate for the overlooked complexities that corporate governance brings to the issue of how corporations can or should speak in politics.