Braswell v. United States
Citation: 487 U.S. 99 (1988)
Facts
Braswell was the sole shareholder and president of two corporations. He was subpoenaed to produce the corporations’ records. He argued that production would violate his Fifth Amendment privilege against self-incrimination.
Issue
May a sole officer and shareholder of a corporation invoke the Fifth Amendment privilege against self-incrimination to resist producing corporate records?
Holding
No. The collective entity rule bars an officer from asserting a personal Fifth Amendment privilege when producing corporate records. Even a closely held one-person corporation is a separate legal entity; the officer produces records as a representative of the entity, not in a personal capacity.
Rule
Collective entity rule: An individual who acts as a custodian of records for an organization (corporation, partnership, union) cannot invoke the Fifth Amendment to refuse production of those records, even if the records are incriminating to the individual. The act of production, in a representative capacity, is the act of the entity, not the individual.
Limit: The government may not use the fact of production against the individual personally (i.e., may not use the testimonial act of producing records as evidence against the individual), although it may use the records themselves.
Significance
- Confirmed the collective entity rule’s application to closely held corporations
- Even sole-shareholder corporations are separate entities for Fifth Amendment purposes
- Distinguished from Hubbell and Fisher (individual’s own records/production)
- Critical in white-collar criminal investigations: prosecutors can compel a corporate officer to produce company records even when those records incriminate the officer