Corporate Entities: Their Ownership, Control, and Purpose

Oxford Handbook of Law and Economics, Forthcoming

Cornell Legal Studies Research Paper No. 16-38

22 Pages Posted: 22 Sep 2016

See all articles by Lynn A. Stout

Lynn A. Stout

Cornell Law School - Jack G. Clarke Business Law Institute (deceased)

Date Written: September 21, 2016

Abstract

This Chapter in the forthcoming Oxford Handbook of Law and Economics provides an introduction to the law and economics of the corporate form. It first distinguishes “the corporation” from “the firm.” It then describes and discusses the characteristics of the corporate form, including legal personality, limited liability, delegated management, transferable equity, and perpetual life. It then reviews the dominant theories of the corporation, including the entity theory, the aggregate theory, the property (principal/agent) theory, the nexus of contracts theory, the team production theory, and the franchise government/concession theory. It concludes by discussing various theories of corporate purpose, including the state interest, managerialist, customer service, shareholder value/primacy, stakeholder welfare, team production, and long-term production approaches to understanding the purpose of corporations.

Keywords: Corporate Form, Corporate Entities, Legal Personality, Limited Liability, Delegated Management, Transferable Equity, Perpetual Life, Entity Theory, Aggregate Theory, Franchise Theory, Shareholder Primacy, Stakeholder Welfare, Corporate Governance, Theory of the Firm, Corporations

Suggested Citation

Stout, Lynn A., Corporate Entities: Their Ownership, Control, and Purpose (September 21, 2016). Oxford Handbook of Law and Economics, Forthcoming; Cornell Legal Studies Research Paper No. 16-38. Available at SSRN: https://ssrn.com/abstract=2841875 or http://dx.doi.org/10.2139/ssrn.2841875

Lynn A. Stout (Contact Author)

Cornell Law School - Jack G. Clarke Business Law Institute (deceased)

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