Of Corporations, Courts, Personhood, and Morality
本文探讨美国最高法院和特拉华州衡平法院近期判决中关于公司本质、利益归属和决策权的张力，质疑法律是否明确支持公司作为“道德”主体的观点。
ABSTRACT: Since the dawn of capitalism, corporations have been regarded by the law as separate legal “persons.” Corporate “personhood” has nonetheless remained controversial, and our understanding of corporate personhood often influences our thinking about the social responsibilities of corporations. This essay, written in honor of Prof. Thomas Donaldson, explores the tension in recent decisions by the U.S. Supreme Court and the Delaware Chancery Court about what corporations are, whose interests they serve, and who gets to make decisions about what they do. These decisions suggest that the law does not unequivocally support Donaldson’s vision of corporations as “moral” persons.