William L. Kovacs

July 27, 2026

Part II — Santa Clara: The Decision That Never Explained Itself.

The constitutional transformation of corporations from artificial beings to constitutionally protected political actors is often traced to the Supreme Court’s 1886 decision in Santa Clara County v. Southern Pacific Railroad Company. The litigation involved California’s taxation of railroad property. Southern Pacific argued, among other claims, that the state’s tax treatment violated the Equal Protection Clause of the Fourteenth Amendment.

The published syllabus preceding the opinion declared:

The defendant Corporations are persons within the intent of the clause in section 1 of the Fourteenth Amendment.

But that proposition was not analyzed in the Court’s written opinion. Before oral argument, Chief Justice Morrison Waite announced that the justices did not wish to hear argument on whether the Equal Protection Clause applied to corporations because they were all of the opinion that it did. The Court then resolved the dispute on narrower tax-assessment grounds.

Thus, it would be inaccurate to say that the reporter alone invented corporate constitutional rights. The Chief Justice had expressly stated the Court’s collective view. It is equally inaccurate, however, to describe Santa Clara as a reasoned constitutional decision establishing why the word “person” in the Fourteenth Amendment included corporations.

The Court offered no textual analysis, no examination of the Amendment’s history, no consideration of the differences between natural and artificial persons, and no limiting principle explaining which constitutional rights corporations could claim. While the constitutional proposition was stated in the syllabus, the court did not address the issue in its written opinion or even discuss it at oral argument.

That distinction matters.

A headnote or syllabus assists readers but is not itself the Court’s opinion. Yet the syllabus gave the unexplained announcement a prominence and apparent authority that the actual reasoning of the case did not supply. Santa Clara became an important waypoint in a doctrinal development whose constitutional foundation was assumed rather than demonstrated.

The Congressional Research Service’s Constitution Annotated confirms that corporations had invoked Fourteenth Amendment protections in earlier railroad cases and that, in Santa Clara, Chief Justice Waite simply announced that the Court considered the question settled. It also notes that Justices Hugo Black and William O. Douglas later disputed the proposition that corporations are persons for equal-protection purposes.

The problem, therefore, is larger than a single court reporter or a single disputed headnote. Corporate constitutional personhood developed through judicial acceptance, repetition, and institutional acquiescence.

Constitutional Doctrine Through Acquiescence.

There was no constitutional amendment declaring corporations to be persons. There was no federal law capable of amending the Fourteenth Amendment’s meaning. Nor was there one landmark opinion carefully identifying which constitutional rights logically belonged to corporations and which were inseparable from human existence and citizenship.

Instead, corporate rights were accumulated incrementally by assumption and without formal legal support.

Courts permitted corporations to invoke due process and equal protection when the government threatened their property. They recognized protections against unreasonable searches in some circumstances. They protected commercial and noncommercial expression. Eventually, the Court concluded that corporate political expenditures were protected speech and that the government could not suppress that speech because the speaker was a corporation.

Each step could be presented as an application of an existing principle. Together, however, the steps produced a profound constitutional transformation. Once the entity created by state law was recognized by the Supreme Court as having First Amendment rights due to its personhood, it became capable of invoking those rights, even against the state that created it.

The creator gradually lost control of its creation.

.Like Victor Frankenstein’s creation, the doctrine eventually escaped the control of those who first animated it. What began as a legal construct that allowed property to be held and business to continue beyond the lives of individual owners evolved into a constitutional actor with political power far beyond what was contemplated in early corporate charters.

The analogy does not depend upon accusing any particular official or the judiciary of misconduct. It merely describes the result of institutional acquiescence by the Court and Congress. A doctrine assembled one piece at a time ultimately acquired a constitutional life and force of its own.

Part I:  Can Artificial Entities Become Constitutional Persons? 

Part III will discuss Citizens United and the Rise of Corporate Political Power

William L. Kovacs served as senior vice president for the U.S. Chamber of Commerce and chief counsel to a congressional committee. His books include: Congress: An Irrelevant Institution or Guardian of the Republic, Reform the Kakistocracy, the recipient of the 2021 Independent Press Award for Social/Political Change, and  Devolution of Power. He can be contacted at [email protected]