January 23, 2021

Volume XI, Number 23

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Why Corporations Can't Act

Many decried the U.S. Supreme Court's decision in Citizens United v. Federal Election Commission, 558 U.S. 310 (2010).  The California legislature was so upset that it passed a resolution memorializing its disagreement and asseverating that "Corporations are not people but, instead, are entities created by the laws of states and nations".  AJR No. 22. Apparently, the Second Appellate District was not convinced for it recently found that a corporation was a person for purposes of California's fire liability law.  Presbyterian Camp & Conference Ctrs., Inc. v. Super. Ct., Case No. 2d Civil No. B297195 (Nov. 18, 2019).  

The Court begins its opinion by noting the "legal fiction" that "that corporations are people, with many of the same rights and responsibilities as natural persons".  However, the Court's analysis focuses on whether the legislature intended to impose vicarious liability on corporations under the fire liability law.  Thus, the opinion should not be regarded as broadly establishing that corporations are persons.  

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© 2010-2020 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume IX, Number 324
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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