46
CITIZENS UNITED v. FEDERAL ELECTION COMM’N
Opinion of the Court
3
The Government contends further that corporate inde
pendent expenditures can be limited because of its interest
in protecting dissenting shareholders from being com
pelled to fund corporate political speech. This asserted
interest, like Austin’s antidistortion rationale, would allow
the Government to ban the political speech even of media
corporations. See supra, at 35–37. Assume, for example,
that a shareholder of a corporation that owns a newspaper
disagrees with the political views the newspaper ex
presses. See Austin, 494 U. S., at 687 (SCALIA, J., dissent
ing). Under the Government’s view, that potential dis
agreement could give the Government the authority to
restrict the media corporation’s political speech. The First
Amendment does not allow that power. There is, further
more, little evidence of abuse that cannot be corrected by
shareholders “through the procedures of corporate democ
racy.” Bellotti, 435 U. S., at 794; see id., at 794, n. 34.
Those reasons are sufficient to reject this shareholder
protection interest; and, moreover, the statute is both
underinclusive and overinclusive. As to the first, if Con
gress had been seeking to protect dissenting shareholders,
it would not have banned corporate speech in only certain
media within 30 or 60 days before an election. A dissent
ing shareholder’s interests would be implicated by speech
in any media at any time. As to the second, the statute is
overinclusive because it covers all corporations, including
nonprofit corporations and for-profit corporations with
only single shareholders. As to other corporations, the
remedy is not to restrict speech but to consider and ex
plore other regulatory mechanisms.
The regulatory
mechanism here, based on speech, contravenes the First
Amendment.
4
We need not reach the question whether the Govern