Richard Briffault has posted this draft on SSRN (forthcoming, Chicago Business Law Review). Here is the abstract:

Citizens United notwithstanding, the 117-year-old federal ban on corporate campaign contributions and similar prohibitions in twenty-one states remain on the books and continue to apply. In the fourteen years since Citizens United, at least ten decisions by federal courts of appeals (from six different circuits) or state supreme courts have upheld these federal or state corporate contribution bans. The decisions have relied on a pre-Citizens United decision, Federal Election Commission v. Beaumont, which upheld the federal corporate contribution ban and, on two of Beaumont’s rationales—protecting the interests of dissenting shareholders and preventing donors from circumventing the limits on individual contributions by using corporations as conduits. They have also been grounded in the fundamental principle of modern campaign finance doctrine, which Citizens United underscored, that contribution restrictions are subject to a less rigorous standard of review than expenditure restrictions.

It is not clear how long these arguments will continue to have force. Citizens United rejected shareholder protection as a justification for the corporate spending ban. In recent cases, the Court has questioned the anti-circumvention rationale and ratcheted up its review of contribution restrictions. The Court’s increasing skepticism about campaign finance restrictions generally may ultimately prove fatal to the longstanding corporate campaign contribution ban.

For now, at least, the corporate campaign contribution ban remains a part of campaign finance law. This Article examines the history of corporate contribution regulation, its current status, and its potential future. Part II traces the ban’s statutory and doctrinal development. Part III analyzes how courts have threaded the needle of sustaining the corporate contribution ban notwithstanding Citizens United. Part IV addresses other developments in the Supreme Court’s campaign finance jurisprudence that threaten the survival of the ban. Part V provides brief descriptions of possible alternatives to the ban. Part VI concludes with some speculations about the persistence of the corporate contribution ban.