Duncan Wallace, ‘The Social Construction Theory of the Corporation’

A corporation is an artificial creation of the law, said the Lords in the famous 1896 UK case, Salomon v Salomon. This idea of the corporation, however, leads to some strange results. In this paper, I demonstrate two such strange results: the zero-liability unincorporated association and the limited liability incorporated individual. I then give a short history of how the social construction theory came to dominate corporations law today. I show that its roots are in the Canon law of the 1300s.

Wallace, Duncan, The Social Construction Theory of the Corporation (March 25, 2021).

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