Document Type

Comment

Publication Title

NYU Journal of Law & Business

Volume

21

Publication Date

2025

Abstract

This essay evaluates Taparia and Buchanan’s proposal to address the social costs of addiction-driven industries through a “capture, redesign, release” framework, under which government would exercise eminent domain to acquire tobacco firms and restructure them as purpose-driven corporations. The commentary argues that, while innovative, the proposal raises serious constitutional and corporate law concerns. First, the reliance on eminent domain is vulnerable under the Takings Clause, particularly given the Roberts Court’s likely skepticism toward expansive readings of Kelo v. City of New London. Second, the plan to prohibit corporate marketing and lobbying as part of a redesigned charter would almost certainly fail First Amendment review under precedents such as First National Bank of Boston v. Bellotti and Citizens United v. FEC. Even stripped of its speech restrictions, the model encounters difficulties: once released, such entities could alter their governance and corporate form. The essay suggests that traditional antimonopoly tools—such as heightened scrutiny of mergers and divestiture requirements in addiction markets—offer a more constitutionally secure and administrable alternative. By limiting concentration and dispersing corporate power, antimonopoly law may achieve many of the public health and democratic benefits sought by the authors’ proposal, without incurring comparable constitutional risks.

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