Business firms are ubiquitous in modern society, but an appreciation of how they are formed and for what purposes requires an understanding of their legal foundations. This book provides a scholarly and yet accessible introduction to the legal framework of modern business enterprises. It explains how the legal ideas allow for the construction and recognition of business firms as persons having rights and responsibilities. It also shows how law sets the boundaries of firms. Specific applications include contributions to debates about executive compensation and political free-speech rights of corporations. Anyone who wishes to have a deeper understanding of the nature of business firms and their role in modern society will benefit from reading this book.
Introduction - The Recognition and Boundaries of the Firm ; 1. Foundations of the Firm I: Business Entities and Legal Persons ; 2. Foundations of the Firm II: Agency, Contracts, and Property ; 3. The Public/Private Distinction: Two Faces of the Business Enterprise ; 4. Enterprise Liability, Business Participant Liability, and Limited Liability ; 5. The Nomenclature of Enterprise: A Taxonomy of Modern Business Firms ; 6. Managing and Regulating the Shifting Boundaries of the Firm ; 7. Two Applications ; Conclusion
Eric W. Orts is the Guardsmark Professor of Legal Studies and Business Ethics at the Wharton School of the University of Pennsylvania with a secondary appointment in Management. He is the faculty director of the Initiative for Global Environmental Leadership and a co-faculty director of the FINRA Institute at Wharton. He has been a visiting professor at the University of Leuven, the University of Michigan Law School, NYU School of Law, Tsinghua University School of Economics and Management, the University of Sydney Law School, and UCLA School of Law. His research focuses on business theory, corporate law, ethics, and sustainability.
Reviews for Business Persons: A Legal Theory of the Firm
This book is a path-breaking analysis of the business firm from a legal perspective. As shown by the debate surrounding the Supreme Court's Citizens United decision, the question of corporate legal personality has resurfaced as one of the key legal and political issues of our time. Prof. Orts' book is indispensable reading for anyone interested in exploring the extent to which corporations are people too. Reuven S. Avi-Yonah, Irwin I. Cohn Professor of Law, University of Michigan Law School