In some contexts corporations are closely identified with their shareholders; in others they are regarded as ‘completely separate’. This article explores the nature and historical origins of these schizophrenic ideas, arguing that they underpin contemporary corporate irresponsibility. It suggests that they are attributable to the emergence in the nineteenth century of the perception of corporations as both separate legal persons and objects of property, and to the transformation of the share into a Janus-faced, hybrid legal form which mixes rights in rem with rights in personam. This, it argues, has enabled shareholders to retain some of the key proprietary privileges of ‘insiders’ (owner-members of companies) at the same time as they enjoy the liability- and responsibility-free privileges of ‘outsiders’ (creditors external to companies). The paper goes on to suggest that the hybrid nature of shareholding could have taken corporate governance in very different directions and, historically, has done so, leading at times to highly ‘financialized’ forms of governance and at other times to much more ‘socialized’ forms. It concludes by exploring the policy implications of the (re)financialized forms of governance that have emerged in recent years.
|Number of pages||28|
|Publication status||In preparation - 2016|
- separate corporate personality