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CITIZENS UNITED v. FEDERAL ELECTION COMM’N
Opinion of STEVENS, J.
tent,” given the internal authority wielded by boards and
managers and the expansive protections afforded by the
business judgment rule. Blair & Stout 320; see also id., at
298–315; Winkler, 32 Loyola (LA) L. Rev., at 165–166,
199–200. Modern technology may help make it easier to
track corporate activity, including electoral advocacy, but
it is utopian to believe that it solves the problem. Most
American households that own stock do so through inter
mediaries such as mutual funds and pension plans, see
Evans, A Requiem for the Retail Investor? 95 Va. L. Rev.
1105 (2009), which makes it more difficult both to monitor
and to alter particular holdings. Studies show that a
majority of individual investors make no trades at all
during a given year. Id., at 1117. Moreover, if the corpo
ration in question operates a PAC, an investor who sees
the company’s ads may not know whether they are being
funded through the PAC or through the general treasury.
If and when shareholders learn that a corporation has
been spending general treasury money on objectionable
electioneering, they can divest. Even assuming that they
reliably learn as much, however, this solution is only
partial. The injury to the shareholders’ expressive rights
has already occurred; they might have preferred to keep
that corporation’s stock in their portfolio for any number
of economic reasons; and they may incur a capital gains
tax or other penalty from selling their shares, changing
their pension plan, or the like. The shareholder protection
rationale has been criticized as underinclusive, in that
corporations also spend money on lobbying and charitable
contributions in ways that any particular shareholder
might disapprove. But those expenditures do not impli
cate the selection of public officials, an area in which “the
interests of unwilling . . . corporate shareholders [in not
being] forced to subsidize that speech” “are at their ze
nith.” Austin, 494 U. S., at 677 (Brennan, J., concurring).
And in any event, the question is whether shareholder
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