This Article aims to reconnect corporate rights and obligations. It argues that courts must consider the availability and exercise of corporate rights when determining whether the corporation is amenable to suit in the forum. To make this novel argument, this Article begins by documenting the rise of corporate personhood, recently culminating in Citizens United v. FEC. Part II shows how the evolution of corporations now allows for the treatment of corporations as entities that can have political rights and political obligations. Part III argues that personal jurisdiction doctrine and scholarship has not acknowledged the rise of corporate personhood. Consequently, it has unduly focused on aspects of justice and convenience while neglecting notions of political obligations. This Part asks courts and scholars to reconsider the impulses behind the personal jurisdiction’s minimum contacts factors currently in use. It suggests that the Supreme Court’s jurisprudence will be improved through the incorporation of factors into the minimum contacts analysis that probe for the political obligations of the corporate defendant. Part IV builds upon this diagnosis by asking what it would mean to take seriously the notion that corporations are persons. This Part explains the main theoretical contributions of this Article. It develops the normative foundations of the personal jurisdiction analysis so that it can be applied to corporations while acknowledging the many practical and normative differences between natural and artificial persons. Part IV utilizes conceptual frameworks from political philosophy to argue that rights and obligations are intertwined. As applied to corporations, any viable theory of political obligation must consider the rights and freedoms a state grants to corporations before determining whether the corporation is obligated to submit to the adjudicatory power of the state. The rights and protections afforded by a state must match the jurisdiction of that state over artificial or real entities with those rights and protections. Political rights imply political obligations, including submission to the jurisdiction of the right-granting state. Part V reconstructs personal jurisdiction doctrine along these lines. It uses the insights of the political obligation framework developed in Part IV to put personal jurisdiction on secure normative foundations that are attentive to the practical and legal differences between natural and artificial persons. This Part argues that a more robust understanding of corporate citizenship and corporate rights correlates with a more robust ability of the state to exercise jurisdiction over corporations. A corporation’s general enjoyment and use of political rights must make a finding of general jurisdiction more likely. Similarly, courts can use evidence of political activities that are directly and closely related to the suit at hand to justify imposition of specific jurisdiction.
Roger M. Michalski,
Rights Come with Responsibilities: Personal Jurisdiction in the Age of Corporate Personhood,
San Diego L. Rev.
Available at: https://digital.sandiego.edu/sdlr/vol50/iss1/5