Santa Clara County v. Southern Pacific Railroad Co. Santa Clara County v. Southern Pacific Railroad Company, 118 U.S. 394 (1886), is a corporate law case of the United States Supreme Court concerning taxation of railroad properties. The case is most notable for a headnote stating that the Equal Protection Clause of the Fourteenth Amendment grants constitutional protections to corporations. The case arose when several railroads refused to follow a California state law that gave less favorable tax treatment to some assets owned by corporations as compared to assets owned by individuals. The Court's opinions in earlier cases such as Dartmouth College v. Woodward had recognized that corporations were entitled to some of the protections of the Constitution. Associate Justice John Marshall Harlan's majority opinion held for the railroads, but his opinion did not address the Equal Protection Clause. However, a headnote written by the Reporter of Decisions and approved by Chief Justice Morrison Waite stated that the Supreme Court justices unanimously believed that the Equal Protection Clause did grant constitutional protections to corporations. The headnote marked the first occasion on w

# Was corporate personhood invented by a court reporter? Tags: united-states, politics - Score: 14 - Views: 1066 - Answers: 3 - Answered: yes - Asked by: J Doe (251 rep) - Asked: 2017-02-28 - Edited: 2020-06-17 - Site: skeptics ## Question Years ago I remember hearing or reading that a reporter or stenographer for a Supreme Court case editorialized something in to the court record that wasn't intended by the presiding Justices, and that created the precedent upon which the concept of corporate personhood is based. Researching, I found this article that seems to comport with what I remember, but I don't have access to its referenced source. In the case of Santa Clara County v. Southern Pacific Railroad, the Supreme Court decided that only the state that charters a corporation can tax it. This decision upheld the long-standing custom in America of state governance of corporations. It's the state that grants a corporation its charter -- its license to do business -- and it's up to the state to tax and regulate the corporation. But a note written by the court reporter at the heading of the decision went further than that. Although another, private note from the Chief Justice said

How can a corporation be legally considered a person? - The Straight Dope Fighting ignorance since 1973. (It’s taking longer than we thought.) | Tuesday, May 26, 2026 # How can a corporation be legally considered a person? - SHARE - COPY LINK Share Dear Cecil: A recent article on the Straight Dope Web site says that in a famous 1886 case the U.S. Supreme Court ruled that corporations are “persons” having the same rights as human beings based on the 14th Amendment, which was intended to protect the rights of former slaves. Not to nitpick, but the Supreme Court made no such decision. If you look at the case in question, Santa Clara County v. Southern Pacific Railroad Company, you see that the court itself never rules on personhood. A court reporter by the name of J.C. Bancroft Davis (a former railroad president) snuck that “ruling” into the books. bex, via the Straight Dope Message Board Illustration by Slug Signorino Cecil replies: We’ve dealt with some weird topics in this column — quantum mechanics, penile lengthening, Circus Peanuts. But for my money the personhood of corporations proves there’s nothing so strange as the law. Most people have a general idea what corpora

This Article takes the recent Twitter merger litigation, along with other high-profile legal developments, as an opportunity to re-examine one of the most important, and misunderstood, concepts in the modern social landscape: legal personhood. The Article makes three main contributions to the literature: first, it originally connects several key stages in personhood’s historical development, from the common law, through the hurdles of legal realism and the early law and economics movement, to the recent revival of substantive personhood, both in scholarship and following the Supreme Court’s decisions on corporate constitutional rights. It then integrates this history with an analysis of the legal scene where personhood achieved its most profound impact, from the 1980s takeover era to the Twitter story: Delaware corporate law. Finally, this Article builds upon these insights to offer a new theoretical account of personhood as a legal degree of freedom, which holds the capacity to generate a practically unlimited range of situational outcomes. So far, scholars have tended to discuss personhood in a limited, context-specific manner. This Article brings personhood front and center in its own right, illustrating for the first time how personhood can be a no less, and often more, significant fact of legal life than contract, property, or public law, and why we should place it at the start of the analysis, prior to delving into the policy discussion of the day. 748 COLUMBIA BUSINESS LAW REVIEW [Vol. 2023 Oakland88—maps into each of the three main spaces of current discourse on legal personhood: 89 law and economics literature, Delaware doctrine, and the debate over the Supreme Court’s decisions on corporate rights, respectively. In some of these early cases, the courts attempt to justify their use of non -human personhood, illustrating how the conce pt has economic and practical implications that extend beyond legal doctrine alone. Indeed, these nineteenth -century cases offer a preemptive response to the realist critique of legal concepts, and align to some degree with the present -day methodology of t he new private law, 90 by “considering both internal and external points of view in analyzing the law.”91 First, in the 1847 case of Smith v. Hurd ,92 heard in the Supreme Judicial Court of Massachusetts, the court was asked to decide whether a shareholder of the Phoenix Bank could maintain a direct, personal action against the corporation’s directors, for allegedly causing “the whole capital of the ban k” to be “wasted and lost.” 93 Chief Justice Lemuel Shaw, writing for the court, needed only two pages of the case reporter to offer an exceptionally well -organized summary of corporate law’s structure, with legal personhood at its center: There is no legal privity, relation, or immediate connexion, between the holders of shares . . . and the directors . . . . The bank is a corporation and body politic, having a separate existence as a distinct person in law . . . . The very purpose of incorporation is, to create such legal and ideal person in law, distinct from all the persons composing it, in order to avoid the extreme difficulty, and perhaps . . . the utter impracticability, of such a number of persons acting 88 104 U.S. 450 (1882). 89 See infra Section II.C; infra Part III. 90 See supra notes 61–76 and accompanying text. 91 Andrew S. Gold, John C.P. Goldberg, Daniel B. Kelly, Emily Sherwin & Henry E. Smith, Introduction, in THE OXFORD HANDBOOK OF THE NEW PRIVATE LAW, supra note 62, at xv, xv. 92 53 Mass. (12 Met.) 371 (1847). 93 Id. at 383. No. 2] TAKING PERSONHOOD SERIOUSLY 749 together in their individual capacities. . . . [T]he directors are the appointees of the corporation, not of the individuals. . . . [S]tockholders . . . are members of an organized body, and exercise such powers as the organization of the institution gives them. . . . [T]he injury done to the capital stock by wasting, impairing and diminishing its value, is not, in the first instance, nor necessarily, a damage to the stockholders. All sums which could, in any form, be recovered on that ground, would be assets of the corporation . . . .94 The case was accordingly dismissed. 95 Thus, as early as 1847, one of the nation’s leading common law courts was able to decide a high -stakes dispute, of substantial economic value,96 based on not much more than the fact that the corporation is a legal person. This was no formalistic accident: the court’s reference to “the extreme difficulty, and perhaps . . . the utter impracticability” 97 of attempting to obtain the corporation’s practical benefits without legal personhood would squarely fit with the post -realist writings of Hansmann, Kraakman, and other leading figures in the present-day discussion on personhood.98 Yet, after reading Smith v. Hurd , a disturbing question remains: could the directors truly escape all judicial scrutiny of their actions, merely because no shareholder —necessarily separate from the corporate entity —would ever be able to maintain a personal lawsuit against them? Toward the end of his opinion, Chief Justice Shaw offered “that stockholders have a remedy, a theoretic one indeed, and perhaps often inadequate, in the power of the corporation, in its corporate capacity, to obtain redress for injur ies done to the common 94 Id. at 384–85. 95 See id. at 387. 96 See id. at 372 (stating that, according to the plaintiff’s pleading, “the Phoenix Bank . . . [was incorporated] with a capital of three hundred thousand dollars”). 97 Id. at 384. 98 See infra text accompanying notes 235–50. 760 COLUMBIA BUSINESS LAW REVIEW [Vol. 2023 supposedly most entertaining target: legal personhood. 164 Cohen focused on two cases for that purpose, Tauza v. Susquehanna Coal Company 165 and United Mine Workers v. Coronado Coal Company .166 In the former, the New York Court of Appeals

‘Corporations Are People’ Is Built on a 19th-Century Lie - The Atlantic Somewhat counterintuitively, American corporations today enjoy many of the same rights as American citizens. Both, for instance, are entitled to the freedom of speech and the freedom of religion. How exactly did corporations come to be understood as “people” bestowed with the most fundamental constitutional rights? The answer can be found in a bizarre—even farcical—series of lawsuits more than 130 years ago involving a lawyer who lied to the Supreme Court, an ethically challenged justice, and one of the most powerful corporations of the day. That corporation was the Southern Pacific Railroad, owned by the robber baron Leland Stanford. In 1881, after California lawmakers imposed a special tax on railroad property, Southern Pacific pushed back, making the bold argument that the law was an act of unconstitutional discrimination under the Fourteenth Amendment. Adopted after the Civil War to protect the rights of free