Weinberg Center for Corporate Governance Hosted Symposium on Citizens United
Weinberg Center Brings Industry Leaders to UD
By Rachel Martin, University of Delaware
The University of Delaware’s Weinberg Center for Corporate Governance held a symposium Oct. 19, 2010, bringing together leaders in business and law to discuss the Supreme Court’s landmark Citizens United decision.
Held in Lerner Hall, the symposium featured a nine person panel and was moderated by Professor Charles Elson, Edgar S. Woolard Chair of Corporate Governance. The panelists came from a wide breadth of backgrounds and companies, featuring top executives from Chevron, DuPont, and HealthSouth, and a Justice of the Delaware Supreme Court.
UD Senior Lei Zhang, a student in the Corporate Governance class which hosted the panel, said, “It was really interesting to listen to such an influential group of people discuss a topic as timely and important as Citizens United.”
The Supreme Court’s 5-4 ruling in Citizens United vs. Federal Election Commission was handed down in January of 2010 and has become a lightning rod for controversy. The decision removed certain restrictions on corporations’ and union’s abilities to make independent expenditures to advocate the election or defeat of federal candidates for office. President Obama made reference to the decision in his State of the Union Address when he said that the decision “reversed a century of law that I believe will open the floodgates for special interests—including foreign corporations—to spend without limit in our elections.” And more recently, the decision came up during the Delaware Senate debate held at the University of Delaware, when Democratic candidate Chris Coons cited the ruling as a Supreme Court decision he had issue with.
During the conference, Bruce Freed, the President of the Washington DC based Center for Political Accountability, noted that the Supreme Court recognized that corporations have First Amendment rights to free speech as it relates to the political realm. However, in practice in 2010, he stated, “Companies are acting in an unrestrained manner, with lots of money going into trade associations and other vehicles where there is no disclosure.” The solution is for companies to adopt guidelines and disclose the nature and amounts of their political spending.
Tom Sager, the General Counsel of the DuPont Corporation, noted that companies need to decide based on their culture and policies whether to spend their money on federal political campaigns. Delaware Supreme Court Justice Jack Jacobs made an analogy to the common practice of corporate spending on lobbying, but cautioned that, “What is new and different with Citizens United is that now it is at the time of the election.” Shareholders may argue that campaign spending may have nothing to do with the business of the company, and object.
The panel concluded with a discussion of the Target Corporation, whose campaign contributions to an organization called MN Forward, which had opposed gay-rights initiatives, caused controversy and led to the Target CEO’s issuing a letter of apology. The panel recognized that political spending by corporations raises new kinds of risks, which need to be managed.
UD Senior Louis Braschi said, “It was great to see top leaders come to Delaware, and our class, to talk about a new issue that is important in this election, and will probably come up again in the presidential election. It’s a unique opportunity for UD students to meet and talk to corporate leaders about what’s happening today.”
Established at the University of Delaware in 2000, the Weinberg Center for Corporate Governance hosts frequent panel and roundtable discussion to further scholarship in the corporate governance field. An academic conference, “Dodd Frank and the New Corporate Board”, occurred on November 12, 2010.