Limited liability, shareholder rights and the problem of corporate irresponsibility
通过历史分析，论证公司法律形式是政治建构，旨在保护食利投资者并制度化不负责任，进而探讨通过将有限责任特权与控制权脱钩来解决企业不负责任问题。
There has long been a tendency to see the corporate legal form as presently constituted as economically determined, as the more or less inevitable product of the demands of advanced technology and economic efficiency.Through an examination of its historical emergence, focusing in particular on the introduction of general limited liability and the development of the modern doctrine of separate corporate personality, this paper takes issue with this view, arguing that the corporate legal form was, and is, in large part a political construct developed to accommodate and protect the rentier investor.It is, moreover, a construct which institutionalises irresponsibility.Against this backdrop different ways of trying to resolve the problem of corporate irresponsibility are explored.The key, the paper suggests, is to be found in decoupling the privilege of limited liability from rights of control.