Authors and editors working on a five-volume edited collection about the corporate form gathered in Auckland this month.
It was the fourth workshop for experts contributing to the collection to be published by Edinburgh University Press, with the first book expected to be ready next year. The workshop was organised by Dr Billie Lythberg and Professor Susan Watson from Juncture: Dialogues on Inclusive Capitalism, a faculty research centre based in the University of Auckland Business School.
“The single fundamental question we are asking is: What is the corporation? Amazingly this question, which relates to the most ubiquitous legal form ever, isn’t asked very much. People just make assumptions, but through the volumes and through the amazing contributors, we are applying multiple lenses to that core question,” says Professor Susan Watson.
The books will look at the corporation from the perspective of corporate law, how this interacts with other areas of law, and how the corporation functions in society. They will include perspectives, not only from law, but also management, philosophy, sustainability and technology.
“Finance people think about the corporation differently to people from a management or law discipline. If we talk about a set of assumptions as a starting point, that’s what this is really about,” said Watson.
The first volume includes a section on the history of the corporation, tracing the incorporated form back to its origins. According to Watson, history provides perspective and explains the conditions that have led to the corporation in law today.
Watson is writing about legal historian Fredric William Maitland, whose volumes and letters included exploration of the corporate form. Maitland critiqued the Italian theory of the corporation, the persona ficta, seeing the idea of an artificially created legal person as an intrusion, quipping that “The polished invader had entered the common law.”
The question of the corporation as an artificial or naturally formed entity is also asked by Duncan Wallace of Monash University. He challenges the common perception of the corporation as purely artificial arguing that, under certain conditions, it is naturally forming.
Not all contributors to the edited collection share the same perspectives. The concept behind the volumes is to examine the sets of assumptions that underly different disciplines and even the views of different experts, as a starting point.
Jennifer Hill, Monash University, is contributing a chapter in the first volume and asks about the extent to which the corporation is part of society, examining different legal cases and the breadth of shareholder rights.
Peter Underwood, University of Auckland, is contributing to the second volume, which explores how corporate law understands different facets of the corporate form. He is investigating the limited company as an instrumental device within corporate group structures, arguing that the modern corporate group is fundamentally dependent upon the unique legal characteristics of the limited company.
Christina Livada, University of Athens, brings a European Union perspective asking if corporates should be obliged to be sustainable, what that means for competition, and what kind of regulation it would require
Volume three focuses on adjacent fields of law. Grigoris Bacharis, University of Edinburgh, is examining corporate groups and liability in the context of competition law and private law.
Steve Kourabas and Nick Sinanis, Monash University, are interested in the private nature of the corporation, particularly the relationship between the directors and the corporation itself. They note that since the time of incorporation, the focus has been on directors’ fiduciary duties and, relatedly, the extent to which directors’ considerations should extend beyond shareholders’ economic interests. Kourabas and Sinanis question how this came to be seen as the central accountability framework. Reza Montaghianpour, University of Auckland, is also examining directors as fiduciaries, focusing on their duty of oversight.
The fourth volume looks at how the corporate form acts in the world. Vivienne Brand, Flinders University, is exploring what the concept of a social license tells us about our perspectives on the company and how it should behave, including whether corporations are answerable to the public. Lynn Buckley, University of Auckland, is examining the corporation as a “good corporate citizen”.
Volume five opens up to include a wide range of non-legal perspectives, looking at the people connected to the corporate form, models on how to manage the corporation, and disciplinary perspectives including those from entrepreneurship and technology.
Ellie Chapple, Queensland University of Technology, is studying the CEOs influence on corporate personality. Christine Woods, University of Auckland, is exploring insights into the entrepreneurial corporation with Rod McNaughton, viewing it as a ‘discovery system’ and asking how this can be optimised.
And Jitao Yan, University of Auckland, is working on a chapter with Kenneth Husted about how organisations can transition to a circular economy (where production and consumption extend the life cycle of products), and in particular how artificial intelligence can support this transition.
Together, these volumes open up a conversation about the corporation from multiple angles, engaging across disciplines to build a broader understanding of these monolithic entities that operate today.
Group photo at the top of the page shows workshop participants. From left to right:
- Dr Duncan Wallace, Law, Monash University
- Dr Jitao Mario Yan, Management and International Business, University of Auckland
- Associate Professor Christina Livada, Commercial Law, the National and Kapodistrian University of Athens
- Professor Christine Woods, Chair, Management and International Business, University of Auckland
- Professor Ellie Chapple, Business and Law, Queensland University of Technology
- Professor Vivienne Brand, College of Business, Flinders University
- Professor Jennifer Hill, Chair in Corporate and Commercial Law, Monash University
- Dr Peter Underwood, Law, University of Auckland
- Dr Lynn Buckley, Commercial Law, University of Auckland
- Dr Nick Sinanis, Law, Monash University
- Scientia Professor Ronald Masulis, School of Banking and Finance, University of New South Wales
- Associate Professor Steve Kourabas, Law, Monash University
- Dr Billie Lythberg, Management and International Business, University of Auckland
- Dr Grigoris Bacharis, Private Law, University of Edinburgh
- Professor Susan Watson, Dean of Law, University of Auckland
- Reza Montaghianpour, PhD candidate in Commercial Law, University of Auckland