The Corporate Form as a Solution to a Discursive Dilemma

26 Pages Posted: 20 Sep 2005

See all articles by Edward B. Rock

Edward B. Rock

New York University School of Law; European Corporate Governance Institute


I examine the connection between the discursive dilemma and corporate law. The discursive dilemma (or doctrinal paradox) is a distinctive social choice problem that was first identified by Kornhauser and Sager and later used as the basis for a theory of organizational personality by Pettit. I examine the ways in which the corporate form prevents the emergence of the discursive dilemma in the firm context and the extent to which the presence of the discursive dilemma can provide the foundation for a theory of corporate personality.

Keywords: discursive dilemma and corporate law, doctrinal paradox, corporate personality

JEL Classification: D23, D70, D71, K20, K22, L20, L21, L22

Suggested Citation

Rock, Edward B., The Corporate Form as a Solution to a Discursive Dilemma. Journal of Institutional and Theoretical Economics, Forthcoming, U of Penn, Inst for Law & Econ Research Paper No. 05-20, Available at SSRN:

Edward B. Rock (Contact Author)

New York University School of Law ( email )

40 Washington Square South
New York, NY 10012-1099
United States

European Corporate Governance Institute ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels

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