Corporations are People Too: A Multi-Dimensional Approach to the Corporate Personhood Puzzle

Abstract

The recent controversy over the billions of dollars authorized by Congress to bail out some of the nation’s largest corporations has illuminated a debate about the nature and role of corporations in our society. This debate involves fundamental questions about what or who it is exactly we are trying to save with bailout money. Has the corporation’s presence become such an integral part of our lives that its status obligates us to treat it as a “person” worth saving. Legal theorists have long puzzled over the nature of the corporate person and the value of calling the corporation a person for purposes of legal rules. Different theories of corporate personhood provide contrasting normative frameworks for how we should view corporations, how they should be treated, and how they should treat us. In this Article, Professor Ripken takes a unique interdisciplinary approach to the puzzle of corporate personhood. Drawing upon theories from several different schools of academic thought, this Article sheds light on the questions: what is the corporation, and what is its role in our complex, modern society. Professor Ripken argues that the corporation is a multi-dimensional person, and that our laws and policies toward it must reflect a multi-dimensional perspective.

Keywords: corporations, bailouts, corporate personhood, moral personhood, moral agency, real entity theory, natural entity theory, aggregate theory, artificial entity, legal fiction, organization theory, corporate culture, stakeholder model, nexus of contracts

JEL Classification: D20, D21, D23, D70, K20, K22, L20, L21, L22, M14, M31