Taking Personhood Seriously

2023 Colum. Bus. L. Rev. (forthcoming)

76 Pages Posted: 14 Nov 2023

See all articles by Asaf Raz

Asaf Raz

University of Pennsylvania Carey Law School

Date Written: November 14, 2023


This Article takes the recent Twitter merger litigation, along with other high-profile legal developments, as an opportunity to re-examine one of the most important, and misunderstood, concepts in the modern social landscape: legal personhood. The Article makes three main contributions to the literature: first, it originally connects several key stages in personhood's historical development, from the common law, through the hurdles of legal realism and the early law and economics movement, to the recent revival of substantive personhood, both in scholarship and following the Supreme Court's decisions on corporate constitutional rights. It then integrates this history with an analysis of the legal scene where personhood achieved its most profound impact, from the 1980s takeover era to the Twitter story: Delaware corporate law. Finally, this Article builds upon these insights to offer a new theoretical account of personhood as a legal degree of freedom, which holds the capacity to generate a practically unlimited range of situational outcomes. So far, scholars have tended to discuss personhood in a limited, context-specific manner. This Article brings personhood front and center in its own right, illustrating for the first time how personhood can be no less, and often more, significant fact of legal life than contract, property, or public law, and why we should place it at the start of the analysis, prior to delving into the policy discussion of the day.

Keywords: Legal personhood, legal theory, legal history, law and economics, corporate personhood, nexus of contracts, corporate law, Delaware, Supreme Court, federal law, common law, fiduciary law, mergers and acquisitions, shareholders, stakeholders, shareholder primacy, corporate social responsibility

JEL Classification: G30,G32,G34,K10,K12,K15,K22,M14

Suggested Citation

Raz, Asaf, Taking Personhood Seriously (November 14, 2023). 2023 Colum. Bus. L. Rev. (forthcoming), Available at SSRN: https://ssrn.com/abstract=4478976

Asaf Raz (Contact Author)

University of Pennsylvania Carey Law School ( email )

Philadelphia, PA
United States

Do you have negative results from your research you’d like to share?

Paper statistics

Abstract Views
PlumX Metrics