Susan Watson, ‘The corporate legal entity as a fund’

… The article focuses on the concept of a company as a legal person that in essence is a fund comprising of rights. It was only with the advent of limited liability that the corporate legal person ceased to contain human beings. I have previously argued that the modern company developed to become an entity separate from its shareholders through the latter half of the 19th century with judicial endorsement unequivocally taking place in Salomon v Salomon & Co Ltd. From that point on, it was the fund that had juridical personality. The body of shareholders were no longer part of the legal person. The legal separation of the fund as a legal entity from shareholders did not take place at the same time that limited liability and the general incorporation statutes were introduced. Practices such as the issuing of shares with high par values and unpaid capital meant that the full benefits of limited liability were not realised by shareholders straight away …

€ (Westlaw)

Susan Watson, ‘The corporate legal entity as a fund’ 2018 Journal of Business Law 467.

Leave a Reply