Susanna Kim Ripken

Bio: Susanna Kim Ripken is an academic researcher. The author has contributed to research in topics: Race (biology). The author has an hindex of 1, co-authored 1 publications receiving 33 citations.

Constitutional Dimensions of the Corporate Person: Corporate Religion and Race

Abstract: The idea that the corporation is a person entitled to certain constitutional rights has become the subject of intense debate in the context of religion and race. To what extent can and should corporations be regarded as persons with the status to claim fundamental religious liberty rights and racial equality rights? Can a corporation be associated with a certain religion or race if most or all of its human members identify with one religion or race? Does it make sense to say that the corporation itself can possess and exercise religious beliefs, thereby entitling it to religious liberty rights? Is it possible for a corporation to have a racial identity, thereby affording it standing to claim it has been discriminated against on the basis of its race? Cases involving such questions have generated significant controversy in recent years. The Supreme Court has affirmed the statutory right of corporations to freely exercise religion, and federal courts have developed a body of law to allow corporations to assert racial discrimination claims.

Democracy in America: An Appreciation On the Occasion of the Centennial of Tocqueville's Death

Abstract: more impressive with each exposure to it. Everything has changed and nothing has changed since Democracy in America was published in the 1830’s. Its author grasped with remarkable perception both the mutable and the immutable qualities of man. There could be nothing more salutary for us today than to assimilate his fine sense of what was permanent in a world which, like ours, was undergoing deep convulsions. Committed to the classical economics of Adam Smith, Tocqueville did not share Smith’s illusions about the eternal nature of the market. On the contrary, as Albert Salomon has emphasized, his point of view

A Social-Contract Theory of Organizations

Abstract: The article reviews the book “A Social-Contract Theory of Organizations,” by Michael Keeley.

Confronting the Impact of Citizens United

Abstract: Perceived corporate power has spurred a recent populist backlash, on both political left and political right. In this atmosphere, the Supreme Court’s 2010 decision in Citizens United v. Federal Election Commission, granting corporations the right to spend directly on express political advocacy, has become the target of particularly heated critique.This Essay confronts the impact of Citizens United in two respects. Part I first reviews Citizens United’s place in the campaign finance constellation. It argues that although the decision was a bold stroke in many ways, its impact on the scope of permissible campaign finance regulation is far less substantial than commonly assumed. Even if Citizens United’s incremental impact is mild, it nevertheless seems to have the feel of a final straw. The decision has provoked first furor, and then fear, with opponents invoking a broad vision of a dystopian political process overwhelmed by corporations. Yet rarely is the fear of corporate political spending articulated at a level of specificity conducive to assessing, or confronting, the perceived damage. Part II takes up the challenge, parsing the pragmatic concerns at the root of opposition to corporate political spending. It then offers responsive policy proposals - including an approach to protect against monopolization of media channels, an appealingly straightforward disclaimer label to mitigate voter misperception, and a novel application of a recusal obligation to combat the appearance of corruption - all well within the regulatory space undisturbed by Citizens United.

The Derivative Nature of Corporate Constitutional Rights

Abstract: This Article engages the two hundred year history of corporate constitutional rights jurisprudence to show that the Supreme Court has long accorded rights to corporations based on the rationale that corporations represent associations of people from whom such rights are derived. The Article draws on the history of business corporations in America to argue that the Court’s characterization of corporations as associations made sense throughout most of the nineteenth century. By the late nineteenth century, however, when the Court was deciding several key cases involving corporate rights, this associational view was already becoming a poor fit for some corporations. The Court’s failure to account for the wide spectrum of organizations labeled “corporations” became increasingly problematic with the rise of modern business corporations that could no longer be fairly characterized as an identifiable group of people acting in association. Nonetheless, the Court continued to apply the associational rationale from early case law and expand corporate rights into the realm of speech and political spending without careful analysis of when the associational approach would be appropriate. We set forth a theoretical framework that we believe is consistent with the underlying logic of the Court’s jurisprudence, based on the concepts of derivative and instrumental rights. Specifically, we argue that the Court, to date, has not granted constitutional rights to corporations in their own right. Instead, it has granted rights to corporations either derivatively, when necessary to protect the rights of natural persons assumed to be represented by the corporation, or instrumentally, when necessary to protect the rights of parties outside the corporation. Further, we consider the implications that this framework, with a more nuanced view of the spectrum of corporations in existence, would have if applied to recent corporate rights cases, such as Citizens United. We believe this framework provides a principled path forward for the difficult line drawing between corporations that needs to be done.

The Personification of the Business Corporation in American Law, 54 U. Chi. L. Rev. 1441 (1987)

Abstract: The personification of the corporation was once of central concern to American jurisprudence. Diverse political and economic views, phrased in the language of legal discourse, were essential to discussions of the corporation's design, form, function, and operation. After the Second World War, however, the place of the corporation in law had ceased to be controversial, and both theoreticians and practitioners concerned themselves instead with organizational theory and economic analysis of corporate behavior. The corporation as a legal institution ceased to be of interest. The historical and jurisprudential debates which had consumed the energies of some of the leading legal scholars were relegated to the introductory pages of corporation law textbooks, if they were discussed at all. As a result, a modern lawyer knows only that a corporation is considered a legal person but finds that terminology devoid of content. Nineteenth and early twentieth century lawyers, however, knew that when they called a corporation a person the reference meant something. The Dartmouth College decision defined the corporation for the American bar for much of the nineteenth century.1 Handed down in the period when corporations were first emerging as a regular vehicle for economic enterprise, the case held that a corporation was an artificial person that owed its existence more to government than to its corporators and, as a creature of positive law, had only the rights and privileges that obtained from the government's grant.2 By the late nineteenth century, however, the process for granting corporate charters had radically changed. Corporations had become, if not commonplace, then at least not unusual. While the artificial corporate person enjoyed favor among businessmen who sought the protections it offered, it had also become the object of