23 Indiana Journal of Global Legal Studies 383 (2016)
In interpreting and evaluating the history of the Supreme Court's corporate jurisprudence, legal scholars have deployed three broad theories of corporate legal personality: the aggregate entity theory, the artificial entity theory, and the real entity theory. While these theories are powerful ways of conceptualizing the corporation, this article shows that they have not been as central to the Supreme Court's corporate jurisprudence as recent scholarship suggests. It instead argues that historic transformations in the high court's corporate jurisprudence are best understood in light of contemporary intellectual currents rather than through an expost facto application of the aggregate, artificial, and real entity theories. This article revisits the Supreme Court's early corporate jurisprudence, focusing on the Court's reception of English and continental theories of corporation during the antebellum period. It argues that the Marshall Court's approach to corporate legal personality was deeply reliant on early modern English precedents, which were preoccupied with the nature of the corporation as a locus of political authority bounded by constitutional constraints. It further suggests that the Taney Court's transformative decision in Louisville, Cincinnati & Charleston Railroad v. Letson (1844)-that a corporation is a citizen of the United States-was directly influenced by the writings of the German jurist Friedrich von Savigny. Here, the article bridges a significant gap in the history of American legal thought by illustrating the role that Attorney General Hugh Legaré played in presenting to the court a compelling and novel synthesis of English precedent and contemporary continental theory. The article concludes by considering the long shadow these rulings have cast on recent Supreme Court decisions regarding the rights of corporations as citizens of the United States.
"Transatlantic Influences on American Corporate Jurisprudence: Theorizing the Corporation in the United States,"
Indiana Journal of Global Legal Studies: Vol. 23:
2, Article 2.
Available at: https://www.repository.law.indiana.edu/ijgls/vol23/iss2/2