Academic

Ripken on Multiple Corporate Personalities

By Lawrence Solum

Susanna Kim Ripken (Chapman University School of Law) has posted Multiple Personalities Incorporated: Accepting the Multi-Dimensional Personhood of the Modern Corporation on SSRN. Here is the abstract:

One of the most intriguing debates in corporate law is over the personhood of corporations. For years, corporate theorists have tried to construct a complete and coherent theory of the corporate person. Some have argued that the corporation is merely a fictional, artificial person that exists only as a concession of state law. Others have asserted that the corporation is a real, independent person that has an ontological existence and identity of its own. The popular theoretical paradigm today is that the corporation is neither an artificial nor a real person; it is merely a nexus of contracts among the entity's various individual participants. Proponents of this contractual model, which is rooted in neoclassical economic theory, believe they have won the competition for the single best definition of the corporate person. This article argues that the current preoccupation with the contractual elements of the corporation obscures the complex reality of the multiple personas and functions of the modern corporation.

In this article, Professor Ripken takes a unique inter-disciplinary approach to the conundrum of corporate personhood. Professor Ripken draws upon theories from several different schools of academic thought to shed light on the questions: what is the corporation, and how should it be regulated by the law? The article demonstrates that the corporation can be viewed independently through the lenses of philosophy, moral theory, political science, sociology, psychology, organizational theory, theology, and economics, all of which highlight separate but essential features of the corporate person.

Professor Ripken argues that the law should incorporate a multi-dimensional view of corporations, even if conflicting descriptions and norms may produce seemingly inconsistent legal rules. Consistency, clarity, and coherency in the law are overrated. Ambiguity is valuable when it more closely reflects reality and produces balanced legal results that mediate between legitimate alternatives. By demonstrating the many different ways the corporate person can be perceived, this article rejects the idea that there is a single best theory of the corporation and instead recommends the adoption of a multi-dimensional model of the corporate person.

Full post as published by Legal Theory Blog on August 18, 2008 (boomark / email).