Theories of Corporate Personality

4403 WordsNov 22, 201218 Pages
Theories of Corporate Personality MANAS AGARWAL 5th Semester BA LL.B (B) School of Law Christ University Bangalore INDEX * Research Methodology * Introduction * The Common Law Perspectives * Fiction Theory * Concession Theory * The Purpose Theory * Bracket Theory * Realist Theory * Why Corporations? * Corporate Personality And Limited Liability Cases: * Macaura v. Northern Assurance Co. * Lee v. Lee’s Air Farming * Salomon v. Salomon & Co. ACKNOWLEDGEMENT I Manas Agarwal of B.A.LL.B (Hons.) is really grateful to Ms. Fincy V, without whose help and corporation this project would not have been possible. I am also grateful to the National Law School India University…show more content…
W. Friedman stated that: “All law exists for the sake of liberty inherent in each individual; therefore the original concept of personality must coincide with the idea of man.” Even though there are many theories which attempted to explain the nature of corporate personality, none of them is said to be dominant. It is claimed that while each theory contains elements of truth, none can by itself sufficiently interpret the phenomenon of juristic person. Nonetheless, there are five principal theories, which are used to explain corporate personality, namely, the fiction theory, realist theory, the purpose theory, the bracket theory and the concession theory. Fiction Theory The fiction theory holds that corporations are simply legal fictions, created and sustained by an act of the state. They are endowed with corporate personality simply because this is a convenient form through which the natural persons behind the corporation may conduct their business. According to this theory, the legal personality of entities other than human beings is the result of a fiction. Hence, not being a human being, corporation cannot be a real person and cannot have any personality on its own. Originally, the outward form that corporate bodies are fictitious personality was directed at ecclesiastic bodies. The doctrine was used to explain that the ecclesiastic colleges or universities could not be excommunicated or be guilty of a delict as they have neither a body
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