Supreme Court judge Ruth bader ginsburgRuth Bader GinsburgYankee Doodling the Media: How ‘Let’s Go Brandon’ Became a Rallying Cry Against Media Bias Katie Couric: CNN Shouldn’t Have Left Chris Cuomo ‘Yuck That’ With His Brother Andrew During The Pandemic Katie Couric Dismissed The early cover of the book as ‘weird and deliberate misinterpretation’ MORE is rightly celebrated for advancing constitutional equality and being a wonderful role model for women. But she should also be remembered for several important opinions she wrote that have made corporate law more responsive to contemporary needs.
Problems in this legal arena that are mostly decided under state law generally do not reach the Supreme Court of the United States unless they arise under federal securities laws. Yet in two cases there, Judge Ginsburg facilitated corporate bribery prosecutions. One of them expanded the scope of insider trading to protect the integrity of our securities markets. Because of his opinion on United States vs. O’Hagan it is now a crime not only for corporate executives to use material non-public information to buy or sell stocks, but anyone else who misappropriates it.
And thanks to another High Court ruling written by Justice Ginsburg, it’s easier for victims of securities fraud to remedy this injustice. Write for the court in Tellabs, Inc. v Makor Issues and Rights, Ltd., she said shareholders who cite convincing evidence of such wrongdoing should be allowed to bring civil suits against those who deceived them.
Justice began this opinion with this strong endorsement of these lawsuits, stating that they not only provide redress to those who have been harmed by such dishonest activity, but also serve to deter it. “The court has long recognized that meritorious private actions to enforce federal anti-fraud laws are an essential adjunct to criminal prosecutions and civil enforcement actions brought by the Department of Justice and the Securities and Exchange, respectively. Commission.
But Justice Ginsburg’s most important contribution to the development of corporate law came from her dissent in Hobby lobby, a case which was notorious but in a quite different way from this adjective was used to describe justice itself. There, all the shares of a company with thousands of employees belonged to members of one family. They challenged the Affordable Care Act mandate that their company had to provide its employees with health care that included certain types of birth control because it violated their religious beliefs.
Hobby Lobby appeared in court just a few years later United citizens, a case that struck down a law banning corporate political contributions because it violated their First Amendment free speech rights. Judge Ginsburg had also expressed his dissent, finding no intention in the Constitution to give businesses the right to free speech. His objections in Hobby Lobby, however, were even more pronounced. As she began her opinion, “In a decision of surprising magnitude, the court ruled that business enterprises, including corporations… may opt out of any law… which they deem incompatible with their sincere religious beliefs.
She then summarized Congress’ reasoning for requiring companies to include birth control in their health plans with these comments that reflected its strong commitment to gender equality: “The ability of women to participate is Equal way to the economic and social life of the nation has been facilitated by their ability to control their reproductive life. She went on to articulate a much broader vision of the business than the one the majority supported, where all of its participants, such as its employees, should have their interests factored into its governance.
Recently, at least in theory, business leaders have come to recognize the wisdom of righteous opinions. In August 2019, the business roundtable issued a statement that the purpose of corporations should not only be to make money for their shareholders, but also to meet the needs of their stakeholders. But commentators found that the actions of many of these companies during the pandemic belied their aspirations, such as laying off workers or skimping on protections for their health and safety.
Much remains to be done to implement Justice Ginsburg’s admirable vision for social and economic justice. Yet we were fortunate to have her as a Girl Scout there during her wonderful tenure on the High Court.
Daniel J. Morrissey is a professor and former Dean of the Law School at Gonzaga University.