Corporatehood and the corporation as a legal person

No book on corporation law would be complete without recognizing the doctrine of the corporation as a person, alternatively referred to as a “legal person,” “fictitious person,” “legal fiction,” or “corporate personhood.” Economists rarely incorporate the doctrine of the corporation as a person into the theory of the firm, but judicial opinions still declare that corporations are legal persons although that number is dwindling as judicial opinions incorporate the theory of the firm. Legal scholarship debates the merits of treating corporations as legal persons, in particular with respect to constitutional rights. Even so, some legal scholarship as also migrating away from the doctrine of the corporation as a person toward the economic theory of the firm. In this chapter, after a very brief review of the history and origin of corporations, we will examine some of the judicial decisions involving the corporation as a legal person as well as a sample of the legal scholarship discussing the corporation as a legal person in U.S. law.