It seems that a part of the law that Maryland is about to adopt would require corporations to disclose state election spending specifically to the corporations’ shareholders. This apparently is so that shareholders can know how their money is being spent (with apologies to corporation law profs who don’t think a corporation’s assets belong to the shareholders). In turn that apparently is so the shareholders can protest or can vote out the miscreants at the next election of the directors or some such thing. But communications between a corporation (essentially its management) and the shareholders for purposes of corporate governance would seem to be covered by the internal affairs doctrine, under which internal governance issues are determined by the law of the state of incorporation. Perhaps someone will know whether Maryland is seeking to control internal governance of non-Maryland corporations (e.g., all the large Delaware corporations) that may spend money to influence elections in Maryland.

April 26, 2011