Introduction to the Metaphors of Corporate Law

Abstract:     
Corporate law is dominated by a series of metaphors that present corporations as private, individualized, egalitarian and market-like, hiding their organizational, institutional, political and power distributing aspects. These metaphors - property, contract/market, agency and individuality - drive current interpretations of the law but remain in strong conflict with it, in part because historic corporate law stemmed from explicitly political conceptions. Although the metaphors have taught us to ignore the group and institutional characteristics of corporations, treating them as powerless and passive players in the markets, corporations in fact are powerful governance and economic institutions.

Keywords: corporate law, political economy, corporate personality, agency, shareholder ownership, nexus of contracts

JEL Classifications: B22, K22, I22, P12

Accepted Paper Series