Gregory Mark

The Personification of the Business Corporation in American Law

The personification of the corporation was once of central concern to American jurisprudence. Diverse political and economic views, phrased in the language of legal discourse, were essential to discussions of the corporations design, form, function, and operation. After the Second World War, however, the place of the corporation in law had ceased to be controversial, and both theoreticians and practitioners concerned themselves instead with organizational theory and economic analysis of corporate behavior. The corporation as a legal institution ceased to be of interest. The historical and jurisprudential debates which had consumed the energies of some of the leading legal scholars were relegated to the introductory pages of corporation law textbooks, if they were discussed at all. As a result, a modern lawyer knows only that a corporation is considered a legal person but finds that terminology devoid of content. Nineteenth and early twentieth century lawyers, however, knew that when they called a corporation a person the reference meant something. The Dartmouth College decision defined the corporation for the American bar for much of the nineteenth century.1 Handed down in the period when corporations were first emerging as a regular vehicle for economic enterprise, the case held that a corporation was an artificial person that owed its existence more to government than to its corporators and, as a creature of positive law, had only the rights and privileges that obtained from the governments grant.2 By the late nineteenth century, however, the process for granting corporate charters had radically changed. Corporations had become, if not commonplace, then at least not unusual. While the artificial corporate person enjoyed favor among businessmen who sought the protections it offered, it had also become the object of