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The Legal ontology of the corporation as a description of its goal, and its role in society

Author: Rönnegard, David INSEAD Area: Faculty at Large Series: Working Paper ; 2009/09/ISIC Publisher: Fontainebleau : INSEAD Social Innovation Centre (ISIC) 2009.Language: EnglishDescription: 41 p.Type of document: INSEAD Working PaperAbstract: The purpose of the corporation in society has been an issue of contention ever since the Berle-Dodd debate in the 1930’s and still resonates as part of the “basic-debate” in the field of business ethics today. Prescriptions on the purpose of the corporation should be argued in relation to a robust description of the purpose it actually has so that we know what change is being argued for. As the corporation is a manifestation of law it provides a privileged perspective for describing the purpose of the corporation. This paper provides a description of the purpose (the goal and role) of the corporation in society through an analysis of four primary attributes of the corporate legal form. These attributes are the shareholder primacy norm; that the corporation is a separate legal entity from the shareholders; the transferability of corporate shares; and the limited liability of shareholders. Next title: The legal ontology of the corporation as a description of its goal, and its role in society (RV of 2009/09/ISIC)
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The purpose of the corporation in society has been an issue of contention ever since the Berle-Dodd debate in the 1930’s and still resonates as part of the “basic-debate” in the field of business ethics today. Prescriptions on the purpose of the corporation should be argued in relation to a robust description of the purpose it actually has so that we know what change is being argued for. As the corporation is a manifestation of law it provides a privileged perspective for describing the purpose of the corporation. This paper provides a description of the purpose (the goal and role) of the corporation in society through an analysis of four primary attributes of the corporate legal form. These attributes are the shareholder primacy norm; that the corporation is a separate legal entity from the shareholders; the transferability of corporate shares; and the limited liability of shareholders.

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