This Article categorizes corporate speech along two distinct dimensions: (1) commercial versus non-commercial, and (2) political versus non-political. Using this terminology, this paper introduces a novel taxonomy of corporate speech that includes a definition of pure political speech. The central claim set forth here is that pure political speech should not be permitted as a matter of state corporate law. Embedded within state corporate law must be a steadfast commitment to the simple proposition that market-based business entities must not influence what is considered right and wrong either morally or as regards matters of public policy unrelated to its business operations. Recognizing the difficulties inherent in overcoming the business judgment rule protection enjoyed by corporate fiduciaries, the paper advances a different litigation theory to silence pure political speech grounded in the notion of shareholder oppression, contending that political speech by a business corporation ought to constitute prima facie evidence of oppressive conduct. Introducing the novel concept of an ideological dividend, this paper contends that pure political speech can be conceptualized as a form of unlawful shareholder oppression no different than a dividend paid to some shareholders of the corporation but not others.

In addition, this Article offers two concrete policy proposals to silence pure political speech: (1) modify shareholder oppression statutes to include pure political speech as a form of oppressive conduct, and (2) encourage courts to recognize political speech as prima facie evidence of oppressive conduct in a shareholder oppression claim. To support these policy proposals, the paper provides two justifications for why purely economic decisions should not be motivated by ideological considerations. First, permitting ideology to influence economic decision-making can result in a socially inefficient allocation of scare resources. Second, allowing economic actors to sort by political ideology can exacerbate existing ideological divisions in a society already deeply divided.

This Article uncovers the pervasive and significant impact of business law Amicus Lobbying, a strategic tactic whereby lobby groups have commandeered the amicus curiae filing process in state courts to shape business law according to their interests.

The Article makes three primary contributions to the literature. First, it presents the only comprehensive dataset of amicus curiae filings in business law cases. This hand-collected dataset encompasses nearly all business law amicus curiae filings from 2005 to 2022 in the key jurisdictions of New York, California, Delaware, Texas, and Nevada. Second, it reveals a striking empirical finding: lobby groups account for 67% of all amicus curiae filings in the dataset, with a high rate of success in persuading courts to adopt their positions. Finally, the Article provides a normative assessment of Amicus Lobbying in business law and proposes policy recommendations designed to ensure a more balanced representation of stakeholder interests.

By shedding light on this understudied phenomenon, this Article aims to stimulate critical discourse on the intersection of lobbying, judicial decision-making, and business law formation. It offers valuable insights for scholars, practitioners, and policymakers engaged in the ongoing debate over the appropriate role and influence of interest groups in shaping legal doctrine.