Revisiting Citizens United II: The Corporate Governance Implications

Remembering Ribstein's contribution

The late Larry Ribstein was a deservedly prominent and respected scholar of corporate and partnership law. His book The Rise of Uncorporation (AMAZON LINK) remains the seminal work on the theoretical underpinnings of partnership and, especially, limited liability company law.

Larry scared the crap out of me the first few times I met him. I often thought he was a dead ringer for Mephistopheles. But it was his mind that was really scary. He was wicked smart with a rapier wit. Giving a talk or presentation when he was in the audience meant you were in for a rough time.

Yet, as I got to know him, I discovered a kind, generous, giving person. He became one of my intellectual heroes, a mentor, and a friend. When he passed away, I mourned. I still do.

What, you may be asking, does all that have to do with Citizens United?¹ You will recall that, prompted by a rash of recent tweets about that perennially controversial decision, I decided to revisit it.

Looking Back at Citizens United Part 1: The Case

Larry Ribstein was uniquely qualified to opine on Citizens United. In addition to being a top flight corporate law scholar, he had thought deeply about how the constitution treated—and should treat—corporations. Along with his coauthor Henry Butler, he produced what is still IMHO the best book on the corporation and the constitution, titled—logically enough—The Corporation and the Constitution (AMAZON LINK).

So today’s post looks back to Larry’s iconoclastic article, The First Amendment and Corporate Governance.² In the next post, I will put a personal twist on the discussion by comparing Larry’s approach to my director primacy model of corporate governance.³