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

30 Pages Posted: 30 May 2012  

Lyman Johnson

Washington and Lee University - School of Law; University of St. Thomas, St. Paul/Minneapolis, MN - School of Law

Date Written: 2012

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.

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

Suggested Citation

Johnson, Lyman, Law and Legal Theory in the History of Corporate Responsibility: Corporate Personhood (2012). 35 Seattle University Law Review 1521 (2012); U of St. Thomas Legal Studies Research Paper No. 12-19. Available at SSRN: https://ssrn.com/abstract=2070939

Lyman P. Q. Johnson (Contact Author)

Washington and Lee University - School of Law ( email )

Lexington, VA 24450
United States
540-458-8515 (Phone)
540-458-8488 (Fax)

University of St. Thomas, St. Paul/Minneapolis, MN - School of Law

MSL 400, 1000 La Salle Avenue
Minneapolis, MN Minnesota 55403-2005
United States

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