We at the Center were, like many, many others with connections to the legal academy, saddened to learn of the death of University of Illinois law professor Larry Ribstein on December 23. There is little we can add to the various condolences and remembrances by people who knew him better, many of which are collected here and here.
Professor Ribstein was a corporate legal scholar, not a campaign finance or election scholar, but his work is very important in understanding corporate rights to free speech, a subject much in the news since Citizens United v. FEC was decided nearly two years ago. In particular, his recent article The First Amendment and Corporate Governance, 27 Georgia State University Law Review, Issue 4 (2011), is an excellent primer on how society benefits from corporate free speech and why corporate political spending should not be singled out for special treatment when corporate governance rules are under discussion. He had made an earlier foray into the field with Corporate Governance Speech and the First Amendment, 43 University of Kansas Law Review 163 (1994)(with Henry Butler). Ribstein also brought his deep understanding of corporate law and economics to bear on campaign finance in From Bricks to Pajamas: The Law and Economics of Amateur Journalism, 48 William & Mary Law Review 1985 (2006), dealing with how campaign finance regulation can unduly restrict small, non-establishment voices, such as bloggers.
Ribstein blogged at Truth on the Market, and periodically addressed questions of corporate governance and political speech there as well, for a popular audience. He was critical of SEC efforts to require corporations to have shareholder votes on political expenditures, which are small, immaterial expenditures for most corporations.
In this post, Professor Ribstein wonderfully summarized the question of “corporate personhood” and Citizens’ United:
Here’s a summary:
1. Corporations are not“people too,” they are artificial legal entities.
2. Citizens United is about the speech rights of real people acting through associations. If you take away the speech rights of people acting through corporations, you have to decide which other types of associations you want to apply that to. Unincorporated firms? The ACLU? You might be surprised that your theory is more likely to apply to the ACLU than to Citizens United.
3. To summarize: “Corporate” speech is about real people speech.
4. Got that straight? Here it is again: Corporate speech is about real people speech.
5. Let’s try that one more time: Corporate speech is about real people speech.
Several of his posts on Citizens United are collected here.
Everything Professor Ribstein wrote was interesting and thoughtful. We have lost a superb scholar and legal thinker, at far too young an age.
Larry Ribstein 1946-2011, R.I.P.