This year’s Annual Bruce C. Hafen Lecture featured Robert B. Thompson, the Peter P. Weidenbruch Jr. Professor of Business Law at Georgetown University Law Center. Professor Thompson joined the Georgetown Law faculty in 2010 and teaches courses in the corporate and securities area, including mergers and limited liability. Prior to that, Professor Thompson served in various other positions, including as the New York Alumni Chancellor’s Professor of Law and Professor of Management at Vanderbilt University and the George Alexander Madill Professor of Law at Washington University.
In his remarks at the Hafen Lecture, Professor Thompon addressed how the rights of corporations differ from the rights of individuals and why these differences matter. Professor Thompson discussed ways in which American law has shaped corporate rights throughout history. “Corporations are different than people in dramatic ways and the state makes them so,” he said. “It is a legal fact that American law has always recognized that they are to be treated differently.”
At the founding, Thompson said, corporations existed but were few in number and were primarily nonprofit entities. As corporations grew more diverse in purpose and increased in both number and scale, corporate laws evolved on a state-by-state basis to recognize new structural characteristics such as limited liability, asset partitioning, immortality, and anonymity. Professor Thomspson said these qualities made it possible for corporations to transfer financial risk, greatly magnifying their power.
Today, he says, important questions remain: Are corporations oppressive of individuals and should they be limited by the state or are they the best protection against government tyranny? Professor Thompson highlighted several Supreme Court rulings which have established judicial doctrines in response to this question, which, he says, casts doubt on a “one size fits all” approach to defining corporate rights. He suggests an alternative approach that applies intermediate rather than strict scrutiny to questions of corporate rights. Professor Thompson argues that this approach recognizes the real and meaningful differences between corporations and individuals and allows adjustment for different types of corporations, while acknowledging the historical treatment of corporations.
The Hafen Lecture recognizes former Dean of the BYU Law School (1985-89), Bruce C. Hafen, who was instrumental in the founding of the law school and was an original faculty member. Hafen also created the J. Reuben Clark Law Society during his time as Dean. He served as a general authority for The Church of Jesus Christ of Latter-day Saints for 16 years.