Corporate Personality, Purpose, and Liability

Abstract

Questions about corporate personality and purpose ramify differently depending on context. For example, the question whether or not, and in what sense, a corporation is, or may be, a “person” will be understood and answered differently if framed as a question of metaphysics, morality, social perception, politics, or law. The same is true of the question whether, and if so, what purposes are attributable to corporations. Recognizing the value of disentangling legal from parallel but non-legal constructs, in this chapter I examine how and why the law personifies groups, and how it modulates the attribution of actions – and liability for same – to corporate persons partly on the basis of corporate purpose. The primary aim is to clarify how corporate purpose mediates the individuation and attribution of actions, and liability for same, to corporations. A secondary aim is to show that legal conceptions of corporate personality and purpose are primordial relative to moral and social conceptions, insofar as reliance on law enables the self-constitution and -presentation of groups.

Keywords: Legal Theory, Private Law Theory, Corporations, Corporate Law, Legal Personality, Corporate Personality, Corporate Personhood, Corporate Purpose, Agency, Capacity

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