It seems to me that Justice Alito rather nicely avoided having to deal with the
question of how much a corporation is like a real person (including whether it
has a "soul", etc.), and also avoided dealing with the well-developed "piercing
the corporate veil" doctrine by adopting a view of corporations long held by
law-and-economics scholars. In this view, a corporation is not primarily an
artificial entity or person. Instead it is merely a nexis of a large number of
implicit and explicit contracts among investors, managers, employees, suppliers
and customers that define their relative rights. Alito says at pg. 18:
"A corporation is simply a form of organization used by human beings to achieve
desired ends. An established body of law specifies the rights and obligations
of the people (including shareholders, officers, and employees) who are
associated with a corporation in one way or another. When rights, whether
constitutional or statutory, are extended to corporations, the purpose is to
protect the rights of these people..... [P]rotecting the free-exercise rights
of corporations like Hobby Lobby, Conestoga, and Mardel protects the religious
liberty of the humans who own and control those companies."
Indeed many small businesses involved in other cases challenging the
contraceptive mandate are organized as Limited Liability Companies instead of
closely held corporations. LLC's are more clearly creatures of contract. It
will be interesting to see whether this nexis of contracts approach will be
used in other corporate cases having nothing to do with RFRA.
Howard Friedman
________________________________
From: religionlaw-boun...@lists.ucla.edu [religionlaw-boun...@lists.ucla.edu]
on behalf of Volokh, Eugene [vol...@law.ucla.edu]
Sent: Sunday, July 06, 2014 7:11 PM
To: Paul Finkelman; Law & Religion issues for Law Academics; Douglas Laycock;
Scarberry, Mark
Subject: RE: On a different strand of the seamless web
Paul: Are you seriously claiming that Doug believes a
corporation has a soul? Or even that he believes it is a person (the singular
of “people”) in the lay sense of the word “person,” as opposed to the
Dictionary Act sense of the person?
Eugene
From: religionlaw-boun...@lists.ucla.edu
[mailto:religionlaw-boun...@lists.ucla.edu] On Behalf Of Paul Finkelman
Sent: Sunday, July 06, 2014 1:48 PM
To: Douglas Laycock; Law & Religion issues for Law Academics; Scarberry, Mark
Subject: Re: On a different strand of the seamless web
unlike Doug, I do not believe corporations are people, that they have religious
believes or that they have souls (that is of course an understatement);
corporations are legal vehicles designed to make money for the investors and to
shield the investors from having to use their own assets to cover losses and
debts.
I do not believe any faith thinks Hobby Lobby has an immortal soul, can go to
heaven or hell, or that it prays. So, I guess I am unpersuaded that there can
be an exemption issue for a corporation
________________________________
From: Douglas Laycock <dlayc...@virginia.edu<mailto:dlayc...@virginia.edu>>
To: Paul Finkelman <paul.finkel...@yahoo.com<mailto:paul.finkel...@yahoo.com>>;
Law & Religion issues for Law Academics
<religionlaw@lists.ucla.edu<mailto:religionlaw@lists.ucla.edu>>; "Scarberry,
Mark" <mark.scarbe...@pepperdine.edu<mailto:mark.scarbe...@pepperdine.edu>>
Sent: Sunday, July 6, 2014 11:36 AM
Subject: Re: On a different strand of the seamless web
Unlike Paul, I think the exemption issues and the government-sponsored prayer
issues are very different.
_______________________________________________
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