Abstract

ABSTRACT:Since the dawn of capitalism, corporations have been regarded by the law as separate legal “persons.” Corporate “personhood” has nonetheless remained controversial, and our understanding of corporate personhood often influences our thinking about the social responsibilities of corporations. This essay, written in honor of Prof. Thomas Donaldson, explores the tension in recent decisions by the U.S. Supreme Court and the Delaware Chancery Court about what corporations are, whose interests they serve, and who gets to make decisions about what they do. These decisions suggest that the law does not unequivocally support Donaldson’s vision of corporations as “moral” persons.