By: Lauren McLane
Introduction
The concept of corporate personhood[1] is neither new nor lacking in controversy. After the Citizen’s United decision was issued in 2010, critics and proponents alike have speculated its potential ramifications on other exercisable rights previously reserved for human citizens.[2] Regardless of their opinion, few would have guessed that fifteen years later the venue for this debate would be the tiny coastal town of Fenwick Island, Delaware.
Now, instead of campaign donations, the issue revolves around corporation’s right to vote in general elections. Several towns in southern Delaware have long held that non-residents may vote in municipal elections.[3] However, in recent years, a growing number of towns are extending voting rights to non-human residents.[4]
The ACLU-DE’s Lawsuit
In December 2025, the Delaware American Civil Liberties Union (“ACLU-DE”) initiated a lawsuit against the town of Fenwick Island for allowing non-human business entities to vote in its municipal elections.[5] While the town’s Charter specifies that “the principle of ‘one-person/entity, one vote’” still applies, the ACLU-DE argues that the Charter violates the Elections Clause of the Delaware Constitution by providing business entities the ability to sway the outcome of elections for no compelling purpose.[6]
For context, the town’s Charter states, “[e]very property owner . . . whether a natural person or artificial entity, including but not limited to corporations, partnerships, trusts, and limited liability companies, and who is registered to vote, if provided by ordinance, shall have one vote.”[7] While it states that each property owner shall have one vote, the Charter does not specify a required percentage of ownership for one to be considered a property owner. This ambiguity, the ACLU-DE argues, allows corporations with very limited property ownership the same voting right as human property owners.[8] One parcel of land can conceivably be owned by a limitless number of entities with varying percentages of ownership. Regardless, each entity will be entitled to one vote, the same as any human property owner in Fenwick Island.
Certainly, non-resident human voters may also own only a portion of the property that entitles them to a vote in the town’s municipal elections. Beach houses are often shared among family members as joint tenants, tenants in common, or through other shared ownership schemes. But the practicality of multiple human owners sharing a single piece of property constrains these arrangements. Artificial entities, for instance, don’t have to fight over who gets the house for the Fourth of July.
Further muddying the waters is the fact that one individual may own several business entities, each with a separate piece of property within the town. Luckily, the Charter’s “one person/entity, one vote” provision would prevent any double-dipping voters. “[W]here a voter is entitled to vote by ownership of two or more parcels of real property, that voter shall be entitled to only one vote.”[9] No doubt the drafters of the Fenwick Island Charter were guided by Newark, Delaware’s infamous Charter that granted business entities referendum voting rights without any such provision.[10]
Nevertheless, the ACLU-DE argues that Fenwick Island does not satisfy the compelling interest requirement to allow artificial entities voting rights.[11] Supporting this contention is the fact that in the last two town elections, the winning candidate won by a slim margin—fewer than the total number of voting business entities.[12] Thus, a future election with similarly close margins would practically guarantee the success of a candidate that appeals to the artificial entity population.
Conclusion
In Delaware, there are more than 2.1 million business entities as of 2024,[13] more than double the population of human residents.[14] Should every municipality in the state amend its Charter to allow business entities the right to vote, human voting will essentially become moot. The ACLU-DE’s lawsuit, depending on the outcome, will either signal a departure from the philosophy of Citizen’s United or solidify Delaware as a state that prioritizes corporations above all.
About the Author
Lauren is a second-year law student at Widener University Delaware Law School and Staff Editor for Volume 51 of the Delaware Journal of Corporate Law. She graduated from Elon University with a B.F.A. in Cinema and Television Arts and minor in Creative Writing. She has previously clerked with the Delaware Office of Defense Services and will be returning this summer. Lauren was recently selected as a 2026-2027 Josiah Oliver Wolcott Fellow for the Delaware Court of Chancery and as the Volume 52 Manuscript Managing Editor of the Delaware Journal of Corporate Law.
[1] 1 U.S.C. § 1 (“In determining the meaning of any Act of Congress, unless the context indicates otherwise . . . the words ‘person’ and ‘whoever’ include corporations, companies, associations, firms, partnerships, societies, and joint stock companies, as well as individuals . . . .”)
[2] Nina Totenberg, When Did Companies Become People? Excavating The Legal Evolution, NPR (July 28, 2014), https://www.npr.org/2014/07/28/335288388/when-did-companies-become-people-excavating-the-legal-evolution.
[3] Del. Code ann. tit. 22, § 835(b) (2011).
[4] Katie Hawkinson, Some US Cities Are Allowing Corporations to Vote in Local Elections in Hopes of Stimulating the Economy, Bus. Insider (July 2, 2023), https://www.businessinsider.com/some-cities-are-allowing-corporations-to-vote-in-local-elections-2023-7.
[5] Complaint, Am. Civ. Liberties Union of Del. v. Town of Fenwick Island, No. S25C-12-003 CAK, (Del. Super. Ct. Dec. 4, 2025), at 1.
[6] Complaint, supra note 5, at 7.
[7] Town of Fenwick, Del., Charter § 9A(2), https://ecode360.com/FE1574?needHash=true.
[8] Complaint, supra note 5, at 4.
[9] Charter § 9A(3).
[10] Josh Shannon, Newark Closes Loophole that Allowed Developer to Vote 31 Times, Newark Post (June 21, 2019), https://www.newarkpostonline.com/news/newark-closes-loophole-that-allowed-developer-tovote-31-times/article_dac0293e-b78b-576b-9d3b-dcecc2cfb593.html (the lack of a “one person/entity, one vote” provision allowed an individual to vote 31 times. Newark later amended its Charter, eliminating the right for business entities to vote in referendums).
[11] Complaint, supra note 5, at 6–7.
[12] Complaint, supra note 5, at 4–5.
[13] Delaware Division of Corporations: 2024 Annual Report 1 (2024), https://corpfiles.delaware.gov/Annual-Reports/Division-of-Corporations-2024-Annual-Report.pdf.
[14] Delaware, U.S. Census Bureau (2020), https://data.census.gov/table/DECENNIALCD1182020.P1?q=Delaware.
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