The Corporation as a Category in Private Law

Hanoch Dagan and Benjamin Zipursky, eds., Research Handbook on Private Law Theories (Elgar, Forthcoming)

Notre Dame Legal Studies Paper No. 190914

30 Pages Posted: 24 Sep 2019 Last revised: 29 Oct 2019

See all articles by Paul B. Miller

Paul B. Miller

Notre Dame Law School

Andrew S. Gold

Brooklyn Law School

Date Written: September 14, 2019

Abstract

In this chapter, we examine the conceptualization of the corporation in private law, focusing particularly on categorization functions served by the corporate form. We argue that corporations are conceptualized as a distinctive kind of legal actor, their legal agency being constituted by private and public law alike. We explain the essentials of the corporate form, so understood, and outline the internal and external categorization functions that it performs in private law. Throughout, we emphasize that private law has ensured the legal and practical efficacy of the corporate form by adapting for exigencies generated by the artificial personality of corporations. We conclude with some observations about the challenges corporations present to general private law theory, including the work of corrective justice and civil recourse theorists. Amongst other things, we explain why leading theories of private law need to be significantly amended to account for the legal nature and moral status of corporations.

Keywords: Legal theory; private law theory; corporations; corporate law theory; legal personality; agency; fiduciary law; fiduciary duties

JEL Classification: K00, K10, K11, K12, K13, K20, K22

Suggested Citation

Miller, Paul B. and Gold, Andrew S., The Corporation as a Category in Private Law (September 14, 2019). Hanoch Dagan and Benjamin Zipursky, eds., Research Handbook on Private Law Theories (Elgar, Forthcoming); Notre Dame Legal Studies Paper No. 190914. Available at SSRN: https://ssrn.com/abstract=3453744

Paul B. Miller (Contact Author)

Notre Dame Law School ( email )

P.O. Box 780
Notre Dame, IN 46556-0780
United States

HOME PAGE: http://law.nd.edu/directory/paul-miller/

Andrew S. Gold

Brooklyn Law School ( email )

250 Joralemon Street
Brooklyn, NY 11201
United States

Register to save articles to
your library

Register

Paper statistics

Downloads
134
Abstract Views
431
rank
219,203
PlumX Metrics