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03/10/2020

Mark Moller & Lawrence Solum: Corporations and the Original Meaning of “Citizens” in Article III
Michael Ramsey

Mark Moller (DePaul University - College of Law) and Lawrence B. Solum (Georgetown University Law Center) have posted Corporations and the Original Meaning of “Citizens” in Article III (71 pages) on SSRN.  Here is the abstract:

Article III grants confers the judicial power of the United States over controversies between "citizens" of different states. In Section 1332(c) of Title 28 of the United States Code, Congress has provided that for the purposes of diversity jurisdiction, corporations are citizens of the state in which they are incorporated and the state in which their principal place of business is located. This raises the question whether corporations are citizens within the original public meaning of Article III of the Constitution. This Article demonstrates that in 1787 the word "citizen" referred only to natural persons and therefore that corporations cannot be considered "citizens" within the original public meaning of Article III. As a consequence, Section 1332(c) is unconstitutional from an originalist perspective.

I read an earlier draft -- it's an outstanding paper, as important (if not more so) for its detailed methodology as for its conclusions.