Legislative Intervention in Corporate Governance Is Not a Necessary Response to Citizens United vs. Federal Election Commission

Stephen A. Yoder, University of Alabama at Birmingham

Abstract

This article addresses the corporate governance implications of the recent decision of the United States Supreme Court in Citizens United vs. Federal Election Commission. It first reviews the Supreme Court's decisions over the past 35 years in election law including Citizens United. The article then summarizes the legislative proposals that have been made in response to the decision. The article argues that such proposals are not necessary or proper so long as boards of directors will fulfill their fiduciary duty to oversee political expenditures for the benefit of all stakeholders, with a long-term perspective.