Law and Legal Theory in the History of Corporate Responsibility: Corporate Personhood

Abstract:     
This paper, part of a larger scholarly project, addresses one of four areas – i.e., the emergence of corporate personhood – where, historically, law has both influenced and mirrored cultural expectations concerning corporate responsibility. The other areas (treated elsewhere) are corporate purpose, corporate regulation, and corporate governance. Corporate personhood is a subject of longstanding and recurring interest that, notwithstanding it has been a settled concept since the 19th century, continues to vex and excite, as seen in the U. S. Supreme Court’s splintered 5-4 decision in the 2010 case of Citizens United v. Federal Election Commission. The decades-long debates about and quest for corporate responsibility, continuing today, drew on and significantly benefited from the emergence of a distinct corporate person that, as a meaningful social-legal actor distinguishable from its constituents would, in some fashion, behave in a socially responsible manner. Thus, emergence of corporate personhood both necessitated and facilitated discussions about corporate responsibility. Today, however, the predominant modern theory of the firm – i.e., nexus of contracts – although not denying strong corporate legal personhood (even as it disaggregates it), generally deflects concerns over corporate responsibility away from the ambit of corporate law and into other venues. Thus, contemporary corporate theory accepts corporate personhood but, ironically, has little to say about the corporation itself, thereby sidestepping full engagement with corporate responsibility.

Number of Pages in PDF File: 30

Keywords: corporations, corporate law, corporate personhood, citizens united, corporate responsibility

Accepted Paper Series