Corporate theory : jurisprudence’s heart of darkness
University of British Columbia
Master of Laws - LLM
This thesis examines corporate theory as form of conduct to be reflected on as a whole: How did it become possible to ask, 'what is a corporation?' How was the concept of a legal entity, separate and distinct from its owners, constructed? These questions are approached from a theoretical perspective that sees law as a constitutive part of the sociopolitical field. From this perspective three lines of inquiry are pursued. First, the historical contingency of the modern corporate legal form is explored through an examination of the debate and events that led up to the enactment of the first statutes of general incorporation and limited liability by the British parliament in the mid nineteenth century. Second, corporate theory is considered in the light of Foucault's concept of problemisation. Finally, the relationship between the specialised legal knowledge of corporate theory and the process whereby sectional interests of the corporate sphere are presented as universal is interrogated. The thesis argues that corporate theory, when considered as a form of problemisation, can be roughly divided into three discursive forms: corporate ontology; managerialism; and the 'new' economic theories of the firm. These discursive forms are intimately linked to differing forms of government rationality (what Foucault termed governmentality). Corporate theory serves as a resource that is deployed in the debates around corporate regulation rather than as a complete blueprint for action. In a similar vein the development of the company legal form is not the discovery of a timeless a-historical entity but the product of a specific set of historical circumstances. The corporation can be seen as a structure which is invested with certain ethical, governmental, and economic values. The manner in which corporate theory presents these values can be highly problematic particularly with regard to the issues of corporate responsibility and the valorisation of shareholder property rights. The accretion of values onto the legal form is an ongoing process. Corporate theory is often deployed in support of such moves and is thus often complicit with the presentation of such values and interests as being universal in character.
Law, Peter A. Allard School of