Joshua Macey, ‘What Corporate Veil?’

Adam Winkler’s We the Corporations: How American Businesses Won Their Civil Rights identifies the legal foundations of corporate constitutional rights and traces the historical development of those rights. On Winkler’s account, the Supreme Court’ corporate rights cases treat corporations as ‘associations of citizens’ – not as ‘separate legal persons’. Winkler uses the phrase ‘piercing the corporate veil’ to describe the legal theory embraced by the Supreme Court in the seminal corporate rights cases. This Review argues that the language of veil-piercing, even if used metaphorically, mischaracterizes the legal theory the Supreme Court embraces and weakens the full force of Winkler’s critique. Winkler is correct that the Supreme Court treats corporations as associations of persons, but he is incorrect that this treatment constitutes piercing the corporate veil …

Macey, Joshua, What Corporate Veil? (May 6, 2019). Michigan Law Review, volume 117, no 6, 2019.

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