Benefit corporation legislation has rapidly disseminated in the United States. Its advocates claim it is a necessary corporate form to address the unique needs of for-profit social enterprises, despite many scholarly and legal practitioners who doubt the need for or wisdom of adopting this organizational form. Others suggest that the legislation is flawed and deficiencies should be addressed. After reviewing the present status of benefit corporation legislation, this article contributes to the discourse arguing that benefit corporations are unnecessary (...) under the law; benefit corporation legislation does not enhance corporate law; benefit corporation laws create unnecessary new legal risks for both traditional and benefit corporations, and their respective directors; and third party certification in entity formation law is inappropriate. (shrink)

This article considers the exercise of statutory power by an Australian university, in the state of Victoria, when undertaking commercial activities that impact negatively on a local commun...

Raising the issue of corporate moral agency in our examination of the morality of corporate speech is important for two fundamentalreasons. Each reason suggests we exercise caution in conflating corporations and individuals as the law often does. First, raising the issue of corporate moral agency is important to the aim of providing a framework for ethically evaluating corporate speech. It is tempting to proceed as if the nature of corporate speech is self-evident. But this is hardly the case. (...) class='Hi'>Corporations are not natural persons, and we mustn’t assume corporate speech is indistinguishable from human speech. Before we can ethically evaluate corporate speech, we must first clarify what corporate speech is. This requires an understanding of the fundamental nature of the corporate entity, including its moral status. Second, raising the issue of corporate moral agency is important if we wish to promotemorally responsible corporate speech. Any diminished moral capacity on the corporation’s part would suggest a core role for the strong legal reinforcement of any ethical aspirations here. In promoting morally responsible corporate speech, ethical injunctions uncoupled from an effective legal regime may hold only limited promise. (shrink)

Raising the issue of corporate moral agency in our examination of the morality of corporate speech is important for two fundamentalreasons. Each reason suggests we exercise caution in conflating corporations and individuals as the law often does. First, raising the issue of corporate moral agency is important to the aim of providing a framework for ethically evaluating corporate speech. It is tempting to proceed as if the nature of corporate speech is self-evident. But this is hardly the case. (...) class='Hi'>Corporations are not natural persons, and we mustn’t assume corporate speech is indistinguishable from human speech. Before we can ethically evaluate corporate speech, we must first clarify what corporate speech is. This requires an understanding of the fundamental nature of the corporate entity, including its moral status. Second, raising the issue of corporate moral agency is important if we wish to promotemorally responsible corporate speech. Any diminished moral capacity on the corporation’s part would suggest a core role for the strong legal reinforcement of any ethical aspirations here. In promoting morally responsible corporate speech, ethical injunctions uncoupled from an effective legal regime may hold only limited promise. (shrink)

Despite some exceptions, the business ethics literature on the moral responsibility of corporations does not emphasize a subject critical to that inquiry: the general nature of corporations. This article attempts to lessen the imbalance by describing three conceptions of the corporation that have been prominent in twentieth century legal theorizing, and by sketching their implications for the moral responsibility of corporations. These three conceptions, at least two of which have counterparts in the philosophical and organizational theory (...) literature, are the concession, aggregate, and real entity theories. The article concludes that the real entity theory is the most plausible of the lot. At least under prevailing tests of moral responsibility, it then contends, corporations-as-real-entities are morally responsible for most of their members' actions. (shrink)

Methods of punishing corporations have changed from self-regulation to economic sanctions by government as corporations have evolved from small groups of entrepreneurs to multinational entities. It is proposed that the next stage in the evolution of punishment methods is modified vendettas, or organized attempts by non-government groups to influence corporations through the application of economic and non-economic sanctions.This paper develops the concept of modified vendettas as a complement to government-initiated economic sanctions. The effectiveness of modified vendettas (...) is analyzed through two case examples. As with any punishment method, however, the usefulness of a modified vendetta depends not only on its effectiveness but also on how well it meets society's needs to monitor and check corporate activity while preserving corporations' rights to operate. To resolve this issue, modified vendettas are assessed using a philosophical framework incorporating both retributive and utilitarian principles. It is found that modified vendettas extend society's ability to control corporate behavior while corporations have legal and public relations means to protect themselves from frivolous use of the technique. Did you ever expect a corporation to have a conscience, when it has no soul to be damned, and no body to be kicked? (Baron Thurlow). (shrink)

This article puts forward a theory of corporate criminal responsibility as the shared responsibility of the members of a team for wrongdoing committed by one of their number in the pursuit of their common goals. The theory of team member responsibility advanced in this article differs from theories—such as those of Peter French and Phillip Pettit—under which corporate or group responsibility is viewed as the responsibility of the corporation or group as an autonomous moral person. Instead, this article defends a (...) conception of a collectivity as a kind of relationship among individuals; under this conception, a collectivity is something more than the sum of its members, but not something having an autonomous existence apart from its members. To develop this idea, the article employs the concept of a team. Where individuals participate in a team, doing their part towards a collective goal, they are entitled to share in the credit for the positive achievements resulting from their combined actions, and they also share in the discredit for negative achievements of the group. This is so for each member, regardless of whether the member's individual contribution was a but-for cause of the group's achievement. Further, in the specific case of corporate teams, team member responsibility can help to explain why there should be liability of the corporate entity for crimes committed by members of the corporation (a group which typically includes its employees, officers, directors and, in some circumstances, its shareholders) in the pursuit of the corporation's goals. (shrink)

This article presents an alternative understanding of corporations from the two problematic visions that see corporations as either the shareholders’ property or as nexuses of contracts. The alternative proposed here is based on the theories of pre-eighteenth-century philosophers, particularly Aristotle’s political philosophy, which Thomas Aquinas later refined. The article aims to advance a theory of corporate legal and moral responsibility for human rights based on the conception of corporations as imperfect communities whose purpose is to produce (...) a good or service through participatory work that allows individuals to self-develop while contributing to the community by satisfying consumers’ needs through collaborative work. The critical account of corporations presented here provides a sound foundation upon which to build a justification of corporate responsibility for human rights violations, providing a more accurate description of the reality of a corporation than most mainstream contemporary accounts do. (shrink)

Corporations despite their status as legally fictitious persons are not such, and to confound them with real persons in even the minimal legal sense is to negate much of the force of the concept of rights when applied to the society. When corporations have rights individual rights become meaningless. While corporations may need some form of protection to make them financially feasible investments, they need not be given the full protection of rights which are assigned to (...) the individual. A much attenuated version of corporate rights is warranted. I would argue against Werhane's notion of a corporation possessing “secondary rights” which can be asserted only after the claims of individual rights have been met. Ibid., p. 62.One solution to the problems raised in this essay would be to ascribe rights to individuals only. This could occur without interfering with the financial independence of the corporation by a simple legal prescription that individuals within a corporation be held responsible for their activities and that the corporation p e r se not be blamed for individual actions. This is consistent with the judgments against the Nazi war criminals who were denied the defense of justifying their actions on the basis of following orders. Responsibility for those actions which are the result of the workings of the “invisible hand” cannot be ascribed to any individual or group of individuals. Donaldson is helpful on this point in recommending an “office of social responsibility” be created as part of the corporation to monitor those actions which otherwise escape scrutiny. Donaldson, Corporations and Morality, p. 207.A more radical solution is to restructure the corporation in such a way as to introduce the element of democracy in the workplace. Opponents would argue that such a practice would diminish the profit-making potential of the corporation by limiting the discretion of the corporate officers in making decisions. Similar arguments have been advanced against the democratic state. Yet democratic states have proven to be viable institutions capable of effective action and demonstrably more survivable than the authoritarian regimes which are the analogs of the corporation.Given the current hierarchical structure of the corporation and its ability to dissolve in the face of questions of responsibility, individual accountability is the only viable solution. This requires that members of the corporation not find cover behind the “invisible hand.” This in turn necessitates the granting of a greater degree of discretionary power to corporate functionaries at all levels. We cannot be responsible for a state of affairs over which we have no effective control. The courts would make the ultimate decision as to the assignation of responsibility in particular cases of corporate crime, with the stipulation that the ascription be to an individual and not “the corporation.” By making corporate officers individually responsible for their actions a much more effective deterrent to corporate crimes would be created. Corporations can easily afford most of the fines that are imposed on them, and corporations cannot be put in prison.The view of the corporation advanced here puts it in a legal and moral position greatly inferior to that of the individual as well as the state. Consequently, corporate needs and welfare must remain a tertiary concern. The rights of the individual must figure primarily, and the welfare of the state as preserver of those rights secondarily, in social policy decisions. The libertarian vision of the corporation is therefore a misguided result of the conflation of the corporation and the individual in the legal and moral realms. Corporations and individuals are ontologically distinct entities and must be recognized as such. The failure to do so has enabled corporations to abrogate individual rights with legal and moral impunity. Such a situation is inconsistent with the demands of a rights-based democracy. (shrink)

In its January 20th, 2010 decision in Citizens United vs. Federal Election Commission, the United States Supreme Court ruled that certain restrictions on independent expenditures by corporations for political advocacy violate the First Amendment of the Constitution, which provides that “Congress shall make no law […] abridging the freedom of speech, or of the press; or the right of the people peaceably to assemble, and to petition the Government for a redress of grievances.” Justice Kennedy, writing for the 5-4 (...) majority, held that “[b]y suppressing the speech of manifold corporations, both for-profit and non-profit, the Government prevents their voices and view-points from reaching the public and advising voters on which person or entities are hostile to their interests” (Citizens United vs. Federal Election Commission 558 U.S. 38-9 (2010); emphasis added). Much of the language of the opinion, and some of its reasoning, as this passage illustrates, presupposes that corporations are agents capable of speech, and that it is (at least in part) in the light of this that limitations on political advocacy by corporations are prohibited by the Constitution. -/- While there are other strands in the argument, they are interwoven with the conception of the corporation as agent and speaker, with its voice and its viewpoints. The dissenters on the court objected on precisely this point (among others). Justice Stevens wrote sarcastically in his dissent, joined by Justices Ginsburg, Breyer, and Sotomayor, that “[u]nder the majority’s view, I suppose it may be a First Amendment problem that corporations are not permitted to vote, given that voting is, among other things, a form of speech” (558 U.S. 33 (2010)). Justice Sotomayor suggested in oral argument that the Court’s century-old practice of treating corporations as persons rests on a conceptual mistake. -/- My concern in this essay is not with the question whether the restrictions violate the Constitution. There are many issues that bear on this which will be outside the scope of my discussion. My concern is with the proper conceptual framework for understanding the agency of corporations and corporate speech, and the role that conceptions of these play in the background of the majority’s reasoning. The issue is legal, but it also has philosophical, conceptual and semantic aspects. It will be the latter aspects, and their potential to shed light on legal reasoning, that are my main focus. An adequate framework requires saying what properly speaking the corporation is, how agency is expressed through the corporation, whose agency it is, centrally whether the corporation is an agent or person in its own right, and in what sense it can be said to be capable of speech. I draw on recent work in collective action theory, particularly with respect to the semantics of collective action sentences (Ludwig 2007) and the analysis of the proxy agency in collective action (Ludwig 2014), to show (i) that corporations are neither genuine agents nor (therefore) capable of engaging in genuine speech, (ii) that consequently the First Amendment does not apply to corporations per se, and (iii) that a better understanding of the mechanisms of corporate agency casts doubt on more indirect arguments for extending the First Amendment to “corporate speech” as well. (shrink)

The law commonly conceived as a norm : deficiency of this conception -- On some general hints of this deficiency, and in particular those evinced by the likely origin of the current definitions of law -- The need to distinguish the distinct legal norms from the legal order considered as a whole. The logical impossibility of defining the legal order as a set of norms -- How the unity of a legal order has been sometimes intuited (...) -- How a legal order is not only a set of norms, as it also encompasses other elements -- How such ements are implicitly postulated by the common inquiry into the distinguishing characteristics of law -- Assessment, from this point of view, of the so-called objectivity of law -- The element of sanction -- The expression "the legal order" -- The essential elements of the concept of law. The law as an institution and the law as a precept -- The preceding doctrine on the concept of institution -- My concept of institution and its fundamental characteristics : 1. The objective existence of the institution; 2. Institution and social body; 3. The institution's selfness; 4. The unity of the institution -- Equivalence of the concept of institution and the concept of a legal order -- Evidence for this equivalence based on the doctrine that the law is only "form" -- Mention of some problems that need solving in the light of this equivalence -- Cases in which the original establishment of a law does not depend on norms, but on the emergence of an institution, and the impossibility of reducing the institution to the norms -- The concept of institution and the international legal order -- The institution and the legal relationship: relationships between more persons -- Relationships between persons and things : examples of some of these relationships that, considered more broadly, cab be portrayed as institutions -- The institution and the legal person -- My conception of the law with respect to certain problems relating to : 1. The legal character of state power; 2. The extension of the state personality; 3. The legal relevance of its territory and citizenry -- Critical assessment of some opinions that attach importance to the legal order only insofar as it reflect relationships between persons. Applications to: 1. The legal sanction; 2. The state territory and citizenship; 3. The state bodies; 4. The limits of the legislative function -- Some consequences of my conception with regard to the subjective aspect of the law: the legal relationship; the status of persons; rights in rem; the correlation between rights and obligations; the equal position of subjects -- Recapitulatory remarks -- The plurality of legal orders and the doctrine that reduces all law to state law -- The untenability of this doctrine from a historical and theoretical point of view -- Its untenability with respect to the existing law -- Non-state legal orders; international law -- Ecclesiastical law -- The order of entities that are considered unlawful or are ignored by the state -- Entities that are regulated by the state, but also have an order of their own which is not recognized by the state (private disciplinary orders; the internal organisation of workplaces; so-called unrecognized associations or institutions, etc.) -- Doctrines that confine the concept of a legal order to the order of communities in general and specifically to necessary communities -- The relations between different legal orders. Principles that have to be taken into account with respect to : 1. Original or derivative institutions; 2. The particular or general ends of institutions; 3. Their diverse basis; 4. Simple or complex institutions; 5. Perfect or imperfect; 6. With or without personality; 7. Independent, coordinated or subordinated -- The concept of relevance of one order to another -- The title for this relevance: a. The relation of superiority and correlative dependence between two orders; b. The relation whereby an order presupposes another; c. The relation whereby reciprocally independent orders depend a further one; d. The relevance unilaterally attributed by an order to another on which it depends; e. The relation of succession between orders -- Diverse aspects (existence, content, effectiveness) expressing the relevance an order to another one. Cases in which the existence of an order depends on another: a. Complete subordination of the former to the latter which directly establishes the former or assigns limited autonomy to it. Independence, as far as its existence is concerned, of an order in case of a less expansive subordination (some spheres of the order of the states of a federal state vis-à-vis the latter; the order of states vis-à-vis international law) and general principles; b. In the hypothesis of an order that represents the presupposition of another (state law vis-à-vis international law) -- The relevance of an order to another with respect to its content. Various cases: a. The superior order as the mediated or unmediated source of an inferior order; the superior order (international law, ecclesiastical concordats) which is not the source, and yet affects the content of inferior orders; b. the Superior order about effects the content of more orders subjected to, which however are independent from each other; c. the order of that itself that determines its own content by considering a subjected or independent order : private international law; ecclesiastical law as it refers to civil laws; the law of the state that refers to ecclesiastical law; d. an order that incorporates another -- The relevance of an order to one another with respect to its effects: external and internal effectiveness of an order. Various cases of external effectiveness: a. The relationships between orders where the one partially or totally depends on the other; b. Relationships between more orders that are independent from each other because of a unilateral disposition of one or each of them. Private international law; civil effectiveness of ecclesiastical law; c. Relationships meeting more orders in which one is of the presupposition of the other; d. Relationships between orders that succeed each other -- Diverse extension of the relevance of an order to another. Applications with regard to the problem of so-called natural obligations -- The irrelevance of an order to another; total or partial, reciprocal or unilateral -- A legal order that as such is irrelevant to another, but it is relevant in other respects (orders that are considered unlawful by the state; corporations, de facto institutions) -- Total developments of an order to another: possibility of such an irrelevance also with respect to the order of the state -- Critical assessment of the opposite doctrine. The limitations of the state order; various figures and consequences; examples of matters that are legally indifferent to the state (private disciplinary orders; particular religious orders; the orders of some non-patrimonial associations; etc.) -- The internal orders of the institutions, especially state ones, vis-à-vis the order of other institutions in which they are included. (shrink)

As non-biological machines come to be designed in ways which exhibit characteristics comparable to human mental states, the manner in which the law treats these entities will become increasingly important both to designers and to society at large. The direct question will become whether, given certain attributes, a non-biological machine could ever be viewed as a legal person. In order to begin to understand the ramifications of this question, this paper starts by exploring the distinction between the related (...) concepts of human, person, and property. Once it is understood that person in the legal sense can apply to a non-biological entity such as a corporation, the inquiry then goes on to examine the folk psychology view of intentionality and the concept of autonomy. The conclusion reached is that these two attributes can support the view that a non-biological machine, at least in theory, can be viewed as a legal person. (shrink)

In this paper, we identify the way in which various forms of legal personhood can be differentiated from one another by comparing these entities with a—not too farfetched—hypothetical situation in which intelligence spontaneously evolves within the internet: spontaneous intelligence. In these terms, we consider the challenges that may arise where SI as an entity: has no owner, no designer, and no controller; has evolved into existence as a non-human created intelligence; is autonomous; has no physical form; and, although (...) it exists around the world, exists in no particular jurisdiction. Based on this refined notion of SI, we consider issues related to the recognition of such an entity’s legal personhood. By briefly exploring the attribution of legal personality to various entities—including, humans, corporations, artificial intelligence and higher forms of animal life—we differentiate SI from these other forms of intelligence whilst illustrating it shares most characteristics with human intelligence and not, as may intuitively be thought, with various forms of AI. After critically evaluating the classification of these various forms of intelligence, we briefly suggest some ramifications of these differences and suggest that the approach adopted may assist in drawing more effective boundaries between the entities that are already recognised as legal persons, as well as between sub-categories of entities, such as various forms of AI. (shrink)

The phenomenon of lobbying is considered as a mechanism for representing group interests, a system and practice of realizing the social interests of various groups, unions and associations of citizens, as well as business groups and corporations, which act through purposeful influence on the legislative power and state administrative structures. The informational and communicative essence of lobbying is revealed, and informational lobbying is singled out as a specific type of lobbying activity in the conditions of a post-industrial society. Information (...) lobbying is defined as a method of information support for the activities of certain interest groups, structures operating in the sphere of decision-making by state authorities and local governments, and a special way of forming and supporting communications, which has specific features, principles and norms of information exchange and reproduction of political contacts, communication channels and other components. It is proven that the communicative nature of information lobbying allows its subjects to organize political discourse. In general, it is appropriate to define information lobbying as a form of marketing communications, which is a specific result of the development of political markets in the conditions of developed representative democracy, when the owners of large public resources begin to play a special political role. Like any type of marketing communications, information lobbying is focused on establishing two-way relations and forming feedback between the communicator and the recipient. A special direction of information lobbying is international lobbying activity, which is interpreted as the interaction of legal entities or individuals with state power structures and management institutions that are formed at the global level, in order to influence the development and decision-making by them in their own interests or in the interests of specific clients. (shrink)

Social enterprises may take a variety of legal forms (limited liability companies, nonprofit entities, etc.). This paper focuses primarily upon one particular new form increasingly popular within the United States—the “Benefit Corporation.” I evaluate whether US Benefit Corporations are likely to realize as much social benefit as is frequently claimed. Part One of the paper describes the features of Benefit Corporations as they are constituted in many states. Part Two lays out the benefits extolled by supporters (...) of this US legal corporate form. Part Three challenges these claims and adduces some reasons for doubting whether Benefit Corporations will prove to be as socially useful as they claim to be. Part Four concludes with some suggestions for future lines of research into the nature of the firm and Benefit Corporations in particular. (shrink)

The claim that corporations are not people is perhaps the most frequently voiced criticism of the United States Supreme Court decision Citizens United v. Federal Election Commission. There is something obviously correct about this claim. While the nature and extent of obligations with respect to group agents like corporations and labor unions is far from clear, it is manifest in moral understanding and deeply embedded in legal practice that there is no general requirement to treat them like (...) natural persons. Group agents may be denied rights to marry, vote, or run for public office. More generally the need to guard against discrimination, the core injustice in racism and sexism, has no direct application to the case of group agents. There is also something obviously incorrect about the claim that corporations are not people. The legal practice of treating some group agents as persons under law is ancient, found already in Roman law at the time of Justinian. In this essay I propose that reflection on this tension reveals that fundamental revision to the doctrine of legal personhood is needed. More specifically I propose that legal personhood be decomposed into at least two elements—standing and liability—and that legal systems reject the principle that an entity possesses one just in case it possesses the other. The import of this change ramifies broadly. Decomposing legal personhood not only enables a satisfactory account of the status of corporations and labor unions, who as such have liability but not standing, it also enables a satisfactory account of the status of those who as such have standing but not liability: severely mentally disabled persons, very young children, and non-human animals with phenomenal consciousness but lacking capacities to understand reasons and justifications. (shrink)

This work has been selected by scholars as being culturally important and is part of the knowledge base of civilization as we know it. This work is in the public domain in the United States of America, and possibly other nations. Within the United States, you may freely copy and distribute this work, as no entity (individual or corporate) has a copyright on the body of the work. Scholars believe, and we concur, that this work is important enough to be (...) preserved, reproduced, and made generally available to the public. To ensure a quality reading experience, this work has been proofread and republished using a format that seamlessly blends the original graphical elements with text in an easy-to-read typeface. We appreciate your support of the preservation process, and thank you for being an important part of keeping this knowledge alive and relevant. (shrink)

In the wake of the most recent financial crisis, corporations have been criticized as being self-interested and unmindful of their relationship to society. Indeed, the blame is sometimes placed on the corporate legal form, which can exacerbate the tension between duties to shareholders and interests of stakeholders. In comparison, the Benefit Corporation (BC) is a new legal business entity that is obligated to pursue public benefit in addition to the responsibility to return profits to shareholders. It is (...) legally a for-profit, socially obligated, corporate form of business, with all the traditional corporate characteristics combined with societal responsibilities. Considering the history and perception of shareholder primacy in United States law, it is argued that this new business structure is an ethical step toward empowering socially committed commercial entities. The contribution of this research is to provide a fundamental base of knowledge about the new legal form of business, the BC, upon which further study may rely. First, the legal history of the corporation is briefly reviewed in order to provide context to the relationship of the corporate form to society, including exploration of the premise that shareholder wealth maximization is its best and only purpose. Second, the BC is described in detail, and state statutes are compared. Third, the BC is placed within the context of corporate social responsibility. Finally, opportunities for future research are discussed. (shrink)

Criminal liability of legal entities was legitimised in the Republic of Lithuania nine years ago, and in the ruling of the Constitutional Court of 8 June 2009, a conclusive confirmation on its accordance with the Constitution was made. It should be noted that this penal law novelty (providing the extension of the concept of criminal offence subject) caused considerable debate among Lithuanian scientists. One of the most controversial issues of this penal law novelty are the exceptions listed in (...) Article 20(5) of the Criminal Code. (shrink)

Diabco Corporation, consisting of both domestic and international operations, aspires to be a world class company. Assumption of that status requires Diabco to develop a profile as a responsible member within the world community. Attributing morality to a corporation may seem somewhat inappropriate because it is merely an artificial entity. Yet, a corporation is only as ethical as its agents. At a minimum, Diabco must meet legal requirements, but the development of moral responsibility requires a conscious effort by all (...) corporate agents to avoid harming others. To appraise the company''s moral condition, the authors constructed the premise that Diabco conducted a comprehensive moral audit. Although the concept of a moral audit is still a relatively undeveloped appraisal activity, the purpose of the study is to demonstrate the desirability, feasibility, and possible inadequacies of such an endeavor. (shrink)

In this paper I, firstly (section 1), distinguish between human rights, natural rights and institutional rights and argue that some so-called human rights, such as the right to life, are natural rights and others, such as the right to vote, are institutional rights. Secondly (section 2), I sketch my account of joint rights (developed in more detail elsewhere1) and apply it to two kinds of entities that are importantly different from one another and from individual human beings, namely, business (...) corporations (section 3) and non-human animals (section 4). I do so to test the scope of joint rights in the context of the ascription of joint rights to human beings being uncontroversial (although the analysis of joint rights is far from being a settled matter). I argue that neither corporations nor animals have joint moral rights, since in neither case do they have moral rights, but that they do have, or at least they ought to have, legal rights, and some of these legal rights arguably ought to be joint legal rights. In doing so, I introduce a significant theoretical innovation to the literature on joint rights, namely, that of a layered structure of joint rights. (shrink)

Private firms are uniquely positioned to provide significant relief to the misery that pervades the developing world. Global misery has persisted due to a variety of failures in the provision of relief by nation-states and non-governmental organizations, including corruption and the absence of strong background institutions in the countries in need of aid. In many situations, private firms have a comparative advantage over these entities in the provision of aid. Examples such as Merck and the cure for river blindness (...) show how firms can use their specific competencies and knowledge to relieve misery through Direct Corporate Humanitarian Investment (DCHI). DCHI is legitimized by marketplace morality and is consistent with the role of business within society, including legal dimensions. Shareholders may formally approve a corporation’s DCHI strategy and all stakeholders may act in support of their moral desires with respect to the firm and its DCHI strategy. (shrink)

Are there any advantages to thinking and speaking about ethical business in the language of citizenship? We will address this question in part by looking at the possible relevance of a vast literature on individual citizenship that has been produced by political philosophers over the last fifteen years. Some of the central elements of citizenship do not seem to apply straightforwardly to corporations. E.g., “citizenship” typically implies membership in a state and an identity akinto national identity; but this connotation (...) of citizenship is obviously problematic for multinational corporations. However, the language of citizenship does help to focus our attention on various legal and political virtues for corporations—topics that have been largely neglected by discussions under other rubrics, such as CSR or sustainability. We finish with an evaluation of the potential benefits and costs of conceptualizing and talking about ethical business practices in thelanguage of citizenship.“Citizen” and “Citizenship” are powerful words. They speak of respect, of rights, of dignity.... We find no perjorative uses. It is a weighty, monumental, humanist word.—Fraser and Gordon 1994: 90[The rhetorical appeal to citizenship often] seems to have no purpose other than to add normative weight to a policy, institution or practice that could just asaptly be described without reference to citizenship.—Weinstock 2002: 244. (shrink)

The Article analyzes the notion of legal “thinghood” in the context of the person–thing bifurcation. In legal scholarship, there are numerous assumptions pertaining to this definition that are often not spelled out. In addition, one’s chosen definition of “thing” is often simply taken to be the correct one. The Article scrutinizes these assumptions and definitions. First, a brief history of the bifurcation is offered. Second, three possible definitions of “legal thing” are examined: Things as nonpersons, things as (...) rights and duties, and things as property. The first two definitions are rejected as not being very interesting or serving any heuristic function. Conversely, understanding legal things as property is meaningful, useful, and helps to understand what it means to say that animals are legally things. Defining things as property has certain rather important implications, which are analyzed at the end of the Article. For instance, not everything needs to be either a person or a thing: The historical institution of outlawry involved treating individuals neither as legal persons nor as legal things. One must conclude that the person–thing bifurcation is less fundamental than is often assumed. (shrink)

In this paper I discuss the power of corporations as epistemic agents. Corporations need to hold certain forms of knowledge in order to develop and produce goods and services. Intellectual property is meant to incentivize them to do so, in ways that orient their activities towards the public good. However, corporations often use their knowledge strategically, not only within markets, but also in the processes that set the rules for markets. I discuss various historical examples, including the (...) so-called “tobacco strategy” of creating doubt about scientific evidence, and argue that as long as corporations are set up as profit-oriented entities, it is a dangerous strategy to provide them with too much epistemic power. I suggest various policies for reigning in this form of corporate power, for example regulations on PR activities. I then turn to the power of digital corporations, which is based on their collection and analysis of data. These kinds of companies, and the technologies they use, make the control of corporations as epistemic agents all the more urgent for democratic societies. (shrink)

We consider whether public corporations can be ethical, using the notion of corporate social responsibility (CSR). We distinguish between ‘weak’ CSR (where corporate profitability is enhanced by pursuing social and environmental objectives) and ‘strong’ CSR (where it is not) and consider four possible positions in relation to strong CSR. First, CSR is unnecessary – good ethics is synonymous with good business. Second, CSR is unethical as the government is responsible for intervention in markets. Third, CSR is ethical and is (...) being implemented by corporations. We find none of these positions convincing and argue a fourth position – CSR is ethical but impossible for corporations to implement due to competitive markets and the legal requirements of the corporate form. We conclude that public corporations are best considered amoral entities. In order to alleviate the inevitable negative social and environmental outcomes arising from corporate activities, we suggest strengthening the regulatory environment and using alternate organizational forms to conduct economic activities. (shrink)

Anthropocene jurisprudence amounts to a legal attitude that posits human beings as the ultimate subject to which the legal ontology, epistemology, and language serve. This attitude inevitably leads to exceptionalism not only in terminology but also in the impact which legal verdicts incur, especially on the natural environment and species. In this paper, we make a coupled reading of jurisprudence and environmental science while suggesting a post-Anthropocene model of law which can be made philosophically consistent by appropriating (...) a new theory of human as a 'biocultural creature' to outgrow the attitude of exceptionalism in law. In doing so, we take recourse of dynamic systems and complexity theory for a law to account for the ontology, epistemology and linguistics of post-Anthropocene jurisprudence. (shrink)

This book focuses on the complex phenomenon of group morality and collective responsibility. It provides an analytic understanding of moral culpability of collective entities implicated in some of the most pressing contemporary ethical issues such as institutional injustice, corporate scams, organized crimes, gang wars, group-based violence, genocide, xenophobia, and the like. Delving deeper into the concept of collective responsibility, it asks--Who is responsible when a collective is held responsible? Is collective responsibility merely a façon de parler, a rhetoric of (...) talking about individual moral responsibility, or more than that? The volume develops a non-individualist account by using some of the latest resources from philosophy of action, philosophy of mind, and social ontology. It interprets collective responsibility as the responsibility of a collective without either reducing it to shared and individual responsibility of the group members or making it a case where their moral positions are completely blurred. An important intervention in moral philosophy, this book will be useful for scholars and researchers of moral philosophy, philosophy of action and mind, philosophy of social sciences, and political philosophy. It will also be a theoretical resource for legal theorists, just war theorists, game theorists, business ethicists, and policy makers. (shrink)

A recent French reform has revised the legal definition of the corporation. In essence, the law stipulates that the corporation must be run with due regard to the social and environmental impacts of its activity. It also introduces the notion of raison d’être and affords the possibility for any corporation to assign social or environmental purposes to itself, defined in its by-laws. This reform is similar to recent reforms in the UK and the US, but is based on an (...) original and distinctive theoretical argument. The aim of our article is to analyze the fundamental tenets of this reform and their implications for the theory of the corporation. It shows that the new law is based on a new positive definition of the enterprise as not only an economic organization or a productive entity, but more fundamentally a space for innovative collective action. We argue that this view of the enterprise challenges our conceptualization of the corporation in two important ways. First, it shows that the traditional theories overlook the activities of the enterprise and their related impacts, and that the corporation is not necessarily the appropriate legal vehicle for the innovative enterprise. Second, it suggests that the stipulation of the enterprise’s purpose or raison d’être in the corporate by-laws can provide new promising legal foundations for corporate responsibility. (shrink)

Two Community Development Corporations in Oakland, California, anchor the following analysis. These legally homogenous organizations have implemented similar “low-income” redevelopment projects widely hailed as representing a single successful blueprint for urban revitalization. Despite their similarities, however, these entities have produced starkly different socio-economic outcomes—a phenomenon traced to the CDCs' divergent internal structures and the contrasting external contexts of their development activities. These variations generated competing “logics” of redevelopment. On one hand, we find a CDC dominated by market-oriented interests (...) and the economic logic of exchange-values, while on the other, we find a CDC dominated by community-oriented interests and the social logic of neighborhood use-values. (shrink)

This paper offers a new model of corporate purpose and applies it to the emerging legal form of the benefit corporation. First, corporate purpose is applied to the two currently dominant models of shareholder and stakeholder focus. Both are found inadequate to promote positive social and environmental impact because they remain anchored in a profit-seeking corporate purpose. Second, we offer an alterna­tive model of Integrative Corporate Purpose. Third, we apply ICP to benefit corporations as an ethically superior model (...) for promoting the common good. The benefit corporation offers four advancements: positive duties to stakeholders; legal protections for managers and directors to manage for the common good; a requirement to have a purpose geared toward public benefit; and required report­ing of benefits to stakeholders and the environment. The implications of benefit corporations are discussed within the larger arena of corporate social responsibility. (shrink)

This paper proposes to address the question of the legal status of artificial intelligence from a perspective that is unique to itself. Which means that, rather than attempting to place AI in the box of legal personhood—where many other nonhuman entities already reside, in a legal space where they are in a state of constant friction with humans—we will see whether these inhabitants can be placed in a different box: not that of legal personhood, but (...) that of the intelligent machine. I accordingly argue that we have made a mistake in not clearly maintaining the original separation between legal persons and human persons: this is how legal persons—particularly as the concept applies to corporations—have so far been claiming and gaining the rights ascribed to humans, on the basis of their personhood. AI instead suggests the need to work outside the framework of this fiction: it suggests that we should stop using the fiction of the person for something that is not a person in the first place and in the most original and primary sense of this word. I propose a different metaphor, the metaphor of the intelligent machine, to this end drawing on the work of Dan-Cohen, who advanced this metaphor to argue that it fits corporations better than the metaphor of the person. In conclusion, we should be able to see that this metaphor of the intelligent machine makes a better fit not only for corporations but also for AI and robotics. (shrink)

For centuries in the UK and elsewhere, charities have been widely regarded as admirable and virtuous organisations. Business corporations, by contrast, have been characterised in the popular imagination as entities that lack a capacity for moral judgement. Drawing on the philosophical literature on the moral agency of organisations, we examine how the law shapes the ability of charities and business corporations headquartered in England to exercise moral agency. Paradoxically, we find that charities are legally constrained in exercising (...) moral agency in ways in which business corporations are not. Implications for charities and business corporations are then explored. (shrink)

The question of who exactly is responsible for an organization’s actions cannot be too carefully considered, as a clear understanding of this point is crucial from ethical, moral, managerial, and public perspectives. This article discusses how to justify a non-participant member’s responsibility for the actions of other group members, establishing collective responsibility. The article develops a novel context-depended framework that solves this problem by supplying good grounds for perceiving organizations as organic entities, which is adequate for establishing collective responsibility. (...) I suggest that to be responsible for the actions of an organization, one has to belong to that organization, even if one has not taken any part at any level in group actions. The more regular concept of causal responsibility is not applicable here since it cannot account for the responsibility of non-participant members. (shrink)

The article begins with a view of recent developments in the discipline of business law. A model useful in the study of business ethics is presented. Business ethics is the philosophical examination of the body of values and conceptions that influence business decision making as well as being pervasive components of the social environment in which businesses operate. Our model is a four-part framework for approaching business ethics which is sensitive to its implications for business law. The model's four parts (...) are: (1) ethical theory, (2) institutional frameworks, (3) organizational cultures, and (4) individual moral choice and responsibility. Topics, issues, and kinds of material appropriate for approaching each of these four are presented, and a list of scholarly articles, books, and court cases, is included as a source of additional classroom material. (shrink)

This study explores the relevance of corporate social responsibility (CSR) as an element of the corporate identity of Spanish financial institutions. Specifically, it aims to analyze the CSR actions developed by financial entities through the analysis of all the available information disclosed in their websites. A content analysis applied to 82 banking institutions, followed by different quantitative analyses, reveals the multidimensionality of CSR. Findings show that, while the number of entities institutionalizing CSR values as core elements of their (...) identities is still reduced, most organizations disclose CSR information to construct communicated identities and legitimate behaviours. Besides, these dimensions are classified depending on the stakeholder the action is aimed to, and that entities favour the generation of distinctive identities through the implementation and communication of more visible CSR actions like those involving their customers or the community. In any case, results indicate that organizations with certain characteristics are more likely to construct distinctive identities through CSR activities and to establish ethical and social values within their corporate statements and cultures. (shrink)

Robots are now associated with various aspects of our lives. These sophisticated machines have been increasingly used in different manufacturing industries and services sectors for decades. During this time, they have been a factor in causing significant harm to humans, prompting questions of liability. Industrial robots are presently regarded as products for liability purposes. In contrast, some commentators have proposed that robots be granted legal personality, with an overarching aim of exonerating the respective creators and users of these artefacts (...) from liability. This article is concerned mainly with industrial robots that exercise some degree of self-control as programmed, though the creation of fully autonomous robots is still a long way off. The proponents of the robot’s personality compare these machines generally with corporations, and sporadically with, inter alia, animals, and idols, in substantiating their arguments. This article discusses the attributes of legal personhood and the justifications for the separate personality of corporations and idols. It then demonstrates the reasons for refusal of an animal’s personality. It concludes that robots are ineligible to be persons, based on the requirements of personhood. (shrink)

This article addresses the recent call in business ethics literature for a better understanding of corporations as political actors or entities. It first gives an overview of recent attempts to examine classical issues in business ethics through a political lens. It examines different ways in which theorists with an interest in the normative analysis of business practices and institutions could find it desirable and fruitful to use a political lens. This article presents a distinction among four views of (...) the relations between corporations and politics: corporations as distributive agents, corporations as political communities, corporate practices and policies as citizenship issues, and corporations as active participants in the political process. This article finishes with an examination of three challenges that need to be overcome by the theory of the firm as a political actor. (shrink)

Resumen En este trabajo se ofrece una respuesta a la cuestión del estatus ontológico de la empresa basada en la noción de relación de la filosofía aristotélico-tomista. Para ello se analizan argumentos individualistas y colectivistas, y argumentos de autores que proponen superar esa antinomia mediante la noción de relacionalidad. Dado que dichos autores se quedan en el plano fenoménico, se ofrece un análisis que provee un adecuado fundamento metafísico a las interacciones que se dan entre los integrantes de la empresa (...) y conforman una realidad distinta a ellos, pero que inhiere en ellos. La empresa se presenta como una realidad relacional y sinérgica ordenada por una estructura, una cultura y líderes, que modifica a sus miembros en habilidades, capacidades y hábitos compartidos.This paper offers an answer to the ontological question based on the notion of relationship from Aristotelian-Thomistic philosophy. To this end, individualist and collectivist arguments are analyzed, as well as arguments by authors who propose to overcome this antinomy by means of the notion of relationality. Since these authors stop at the phenomenic level, this paper offers an analysis that provides an adequate metaphysical foundation to interactions. These real relation-ships modify its subjects in an accidental way composing a different reality, but not a substantial reality. The company is presented as a relational and synergic reality ordered by a structure, a culture and leaders that modifies its members in shared skills, capabilities and habits. (shrink)

Even though Corporate Social Responsibility (CSR) has become a widely accepted concept promoted by different stakeholders, business corporations' internal strategies, known as corporate self-regulation in most of the weak economies, respond poorly to this responsibility. Major laws relating to corporate regulation and responsibilities of these economies do not possess adequate ongoing influence to insist on corporate self-regulation to create a socially responsible corporate culture. This book describes how the laws relating to CSR could contribute to the inclusion of CSR (...) principles at the core of the corporate self-regulation of these economies in general, without being intrusive in normal business practice. It formulates a meta-regulation approach to law, particularly by converging patterns of private ordering and state control in contemporary corporate law from the perspective of a weak economy. It proposes that this approach is suitable for alleviating regulators' limited access to information and expertise, inherent limitations of prescriptive rules, ensuring corporate commitment, and enhance the self-regulatory capacity of companies. This book describes various meta-regulation strategies for laws to link social values to economic incentives and disincentives, and to indirectly influence companies to incorporate CSR principles at the core of their self-regulation strategies. It investigates this phenomenon using Bangladesh as a case study. (shrink)

This paper offers an answer to the ontological question based on the notion of relationship from Aristotelian-Thomistic philosophy. To this end, individualist and collectivist arguments are analyzed, as well as arguments by authors who propose to overcome this antinomy by means of the notion of relationality. Since these authors stop at the phenomenic level, this paper offers an analysis that provides an adequate metaphysical foundation to interactions. These real relation-ships modify its subjects in an accidental way composing a different reality, (...) but not a substantial reality. The company is presented as a relational and synergic reality ordered by a structure, a culture and leaders that modifies its members in shared skills, capabilities and habits. (shrink)

Recognition of legal personhood in contemporary international and domestic law is a matter of signs. Those signs identify the existence of the legal person: human animals, corporations and states. They also identify facets of that personhood that situate the signified entities within webs of rights and responsibilities. Entities that are not legal persons lack agency and are thus invisible. They may be acted on but, absent the personhood that is communicated through a range of (...) indicia and shapes both legal and popular understanding of powers and obligations, they lack standing in judicial fora. They are signified as entities that are the subjects of action by legal persons, for example exploitation through rights regarding natural resources or commodification of ‘wild’, companion and other non-human animals. They are also signified as members of a diverse class of non-persons such as ‘nature’ and ‘the environment’. This article explores the consequences of law’s signification of personhood and the natural world before asking whether we both should and could recognise domains such as specific rivers, forests or even Antarctica as a type of legal person. Recognition might acknowledge the salience of nature in the ontologies of colonised First Peoples. It might also underpin a global response to climate change as the existential crisis of the Anthropocene. In understanding law as a matter of signifiers and syntaxes the article cautions that ostensible recognition of some domains as persons has been aspirational rather than substantive, with observers misreading the sign as necessarily transforming power relationships. The article also cautions that personhood for nature or particular domains may be contrary to the self-determination of colonised First Peoples. (shrink)

Considering entrepreneurial activity from the psychological perspective, primarily it is worth to give an answer to the question of what fundamental, ultimate purpose of entrepreneurship is. In the conceptual and theoretical aspect, two opposite points of view are distinguished: the first recognizes focusing of the entrepreneurship mainly on profit subject to obeying existing laws, the second considers business entities as members of society, who bear personal responsibility to society for their behaviour. However, since laws cannot cover all life events, (...) entrepreneurs are obliged to comply with the requirements of the rules of socially responsible behaviour in order to maintain a society based on order and legality. Scientists identify a number of stages that the company goes through before realizing: corporate social responsibility is a tool for creating new value. The first step to the introduction of strategic innovations in companies is to harmonize compliance with the law. Actually, a social company should do this by definition. The second step is when companies begin to realize the need to engage in strategic philanthropy. Thus, corporate funds are established. The third stage is to create mechanisms of self-regulation based on values. The next stage is the direct material benefits from strategic innovations. This is most often the result of increased efficiency. At the last stage, conceptually new products are created, new markets are opened. It is important that strategic innovations through social responsibility are mostly aimed at creating new products and services and are a source of income. (shrink)

In this article I will look into Corporate Legal Responsibility taking into account Levinas’s notion of infinite responsibility, as well as his understanding of ethical language. My account of Levinas’s philosophy will show that it challenges – breaking down – deeply entrenched distinctions in the dominant strands of moral philosophy, within which the theory of individual responsibility is embedded, such as between:(1) duty to others on the one hand and supererogation on the other; (2) perfect duty to others on (...) the one hand and imperfect duties to others on the other; (3) insiders and outsiders; kith and kin on the one hand and strangers on the other; Levinas’s moral vision is an inclusive one which embraces all of humanity (at least of those present today) irrespective of historical, linguistic, cultural differences and diversities. In other words, each has responsibilities for and duties towards all others. Of course, one might say that there is nothing new about a universalising ethics – after all Kantianism, liberalism as well as utilitarianism are well known instances. However, more crucially, all these traditional moral philosophies uphold the theory of individual responsibility, which is rooted in the philosophy of individualism. Such a philosophy can make sense only of the concept of individual moral/legal agency but not corporate agency. Therefore, in this article I will attempt to show that the Levinasian vision is able to help us change our view with respect to corporate responsibility. (shrink)

This paper discusses the legal aspects of the activities of transnational corporations. The relevance of the subject matter is determined by the significant impact exerted by transnational corporations on the world economy in general and on the economic situation of the country in which such corporations are registered as a subject of legal form of ownership in particular. Quality functioning of transnational corporations is an effective factor for the formation of sustainable development. This study (...) reveals and determines the relationship between the scale of activity of transnational corporations and their legal status within the framework of both single countries and entire economic communities, the individual subjects of law of which are transnational corporations. The practical significance of this study lies in the possibility of identifying and stating key aspects that play a significant role in assessing the practical activities of transnational corporations in the context of existing legal law with the ability to use the identified patterns in specific legal practice. The results of this study can be of significant practical importance for employees in the field of legal support for the activities of transnational-scale corporations, who are faced with the need to deeply analyse the legal aspects of the activities of these organisations and provide management of such structures with timely, highquality legal recommendations regarding the correction of the activities of these organisations in the context of the existing legal field. (shrink)

Abstract:This paper investigates whether, in theoretical terms, corporations can be citizens. The argument is based on the observation that the debate on “corporate citizenship” (CC) has only paid limited attention to the actual notion of citizenship. Where it has been discussed, authors have either largely left the concept of CC unquestioned, or applied rather unidimensional and decontextualized notions of citizenship to the corporate sphere. The paper opens with a critical discussion of a major contribution to the CC literature, the (...) work of Logsdon and Wood (Wood and Logsdon 2001; Logsdon and Wood 2002). It continues with a consideration of the nature and role of metaphors for business and of the contestable nature of the political concept of citizenship. It evaluates corporations as citizens through a four-dimensional framework of democratic citizenship offered by Stokes (2002). The analysis suggests that corporations do not easily fit the “liberal minimalist” model of citizenship. It finds, however some possibilities for fit with the three more participatory models. The paper concludes by cautioning against basing corporate citizenship on legal and administrative status or identity, and mapping out specific criteria by which we might determine whether corporations could be considered as citizens by virtue of their participation in processes of governance. (shrink)

In this study, we examine the determinants of corporate environmental responsibility, as well as the relationship between legal systems and CER as measured by a unique set of global environmental cost data. Results of our analyses show that firms’ legal origins affect CER, which requires a long-term management perspective. Specifically, our results indicate that civil law firms exhibit significantly higher levels of CER than common law firms. In addition, results of an auxiliary test suggest that manager shareholding has (...) a significant, nonlinear relationship with CER. The association between a firm’s legal origin and its CER performance remains robust after controlling for the effects of managerial ownership and issues related to endogeneity. Our findings imply that although the majority of corporate law studies in the past few decades provide support for the common law system emphasizing the maximization of shareholder value and investor protection, the civil law system stressing the maximization of stakeholder wealth and the importance of CER may become more influential in the coming decades as CER becomes central to firms’ operations. (shrink)

In this paper, I discuss whether in a society where the use of artificial agents is pervasive, these agents should be recognized as having rights like those we accord to group agents. This kind of recognition I understand to be at once social and legal, and I argue that in order for an artificial agent to be so recognized, it will need to meet the same basic conditions in light of which group agents are granted such recognition. I then (...) explore the implications of granting recognition in this manner. The thesis I will be defending is that artificial agents that do meet the conditions of agency in light of which we ascribe rights to group agents should thereby be recognized as having similar rights. The reason for bringing group agents into the picture is that, like artificial agents, they are not self-evidently agents of the sort to which we would naturally ascribe rights, or at least that is what the historical record suggests if we look, for example, at what it took for corporations to gain legal status in the law as group agents entitled to rights and, consequently, as entities subject to responsibilities. This is an example of agency ascribed to a nonhuman agent, and just as a group agent can be described as nonhuman, so can an artificial agent. Therefore, if these two kinds of nonhuman agents can be shown to be sufficiently similar in relevant ways, the agency ascribed to one can also be ascribed to the other—this despite the fact that neither is human, a major impediment when it comes to recognizing an entity as an agent proper, and hence as a bearer of rights. (shrink)

The application of ontology has thus far [in 1998] been confined almost exclusively to the field of knowledge representation. Ontology has been applied, for example, in the design of medical databases and in the construction of geographical information systems. One area which is naturally suited to ontological analysis is that of the law and of social institutions in general. -/- Legal systems are composed of legal entities, such as laws, contracts, obligations, and rights. Their application yields new (...) categories of entities such as: corporations, trademarks, marriages, and parcels of real estate. The categorization of these entities by different legal systems has not, by-and-large, been conducted in ways which exploit the tools of modern ontology. Consequently, contradictions and inconsistencies often arise in the law when, for instance, one type of entity is forced into two mutually exclusive categories (e.g., when software is considered both patentable and copyrightable). Papers are invited which consider these and related issues from a philosophical point of view. (shrink)