Awakening a Sleeping Giant: Creating a Quasi-Private Cause of Action for Revoking Corporate Charters in Response to Environmental Violations

Abstract

Individuals who wish to carry on a business as a corporation have been subject to procedures which have evolved from colonial American special chartering to the present day process of incorporating according to applicable state general incorporation statutes. Through the process of incorporation, corporate owners gain access to limited liability and the corporation is granted the judicial legal fiction of personhood, which guarantees a corporation many of the same constitutional rights individuals are entitled to under United States law. While the corporate entity does receive many benefits from its personhood status, it very often gains benefits above those of normal citizens. Although a corporation is held liable for all of its actions, corporations often violate federal and state environmental laws and continue to operate unscathed. Corporate liability for environmental violations, although extensive, does not harm many corporations as they are able to pass the totality of their overall costs on to the consumer. The power of the Attorney General of a state to revoke corporate charters, and thereby end the corporate life, may be the only effective deterrent for corporate polluters