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The Corporate Personality in American Law: A Summary Review

The Corporate Personality in American Law: A Summary Review TOPI C I.B.2. PHILLI P I. BLUMBERG The Corporate Personality in American Law: A Summary Review I. TRADITIONAL THEORIES OF THE NATURE OF THE CORPORATE PERSONALITY Although recognition of the separate legal personality of the corporation with existence as a juridical entity, separate from its shareholders, goes back centuries, there has been worldwide contro­ versy as to the exact nature of the corporation as a legal institution. In the United States, this development has gone through three stages and is now entering a fourth. First, in the early days of the Republic, the courts saw the cor­ poration as an "artificial person" in th e terms expressed by the Eng­ lish authorities, Coke and Blackstone. As Chief Justice Marshall put it: A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere crea­ tur e of law, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence." The corporation was a creation of the legislature with certain "core" rights including the capacity to sue and be sued, the capacity to hold and transfer property, and to have perpetual existence, http://www.deepdyve.com/assets/images/DeepDyve-Logo-lg.png American Journal of Comparative Law Oxford University Press

The Corporate Personality in American Law: A Summary Review

Blumberg, Phillip I.
American Journal of Comparative Law , Volume 38 (suppl_1) – Dec 1, 1990
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References (2)

Publisher
Oxford University Press
Copyright
© 1990 The American Association for the Comparative Study of Law, Inc.
ISSN
0002-919X
eISSN
2326-9197
DOI
10.2307/840533
Publisher site
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Abstract

TOPI C I.B.2. PHILLI P I. BLUMBERG The Corporate Personality in American Law: A Summary Review I. TRADITIONAL THEORIES OF THE NATURE OF THE CORPORATE PERSONALITY Although recognition of the separate legal personality of the corporation with existence as a juridical entity, separate from its shareholders, goes back centuries, there has been worldwide contro­ versy as to the exact nature of the corporation as a legal institution. In the United States, this development has gone through three stages and is now entering a fourth. First, in the early days of the Republic, the courts saw the cor­ poration as an "artificial person" in th e terms expressed by the Eng­ lish authorities, Coke and Blackstone. As Chief Justice Marshall put it: A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere crea­ tur e of law, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence." The corporation was a creation of the legislature with certain "core" rights including the capacity to sue and be sued, the capacity to hold and transfer property, and to have perpetual existence,

Journal

American Journal of Comparative Law – Oxford University Press

Published: Dec 1, 1990

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