Multiple Personalities Incorporated: Accepting the Multi-Dimensional Personhood of the Modern Corporation

Abstract

One of the most intriguing debates in corporate law is over the personhood of corporations. For years, corporate theorists have tried to construct a complete and coherent theory of the corporate person. Some have argued that the corporation is merely a fictional, artificial person that exists only as a concession of state law. Others have asserted that the corporation is a real, independent person that has an ontological existence and identity of its own. Many adopt a contractual model that suggests the corporation is neither an artificial nor a real person, but merely the center of numerous contracts among the entity’s various individual participants. Proponents of this view argue that it constitutes the single best definition of the corporate person. This article argues that the constant preoccupation with the contractual elements of the corporation obscures the complex reality of the multiple personas and functions of the modern corporation.

This article takes an inter-disciplinary approach to the conundrum of corporate personhood, demonstrating that the corporation can be viewed independently through the lenses of philosophy, moral theory, political science, sociology, psychology, organizational theory, theology, and economics, all of which highlight separate but essential features of the corporate person. Adopting a multi-dimensional view of corporations produces balanced legal results that mediate between legitimate alternatives. The article rejects the idea that there is a single best theory of the corporation and instead recommends a more complex, nuanced view of the many dimensions of the corporate person.