A cognitive institutionalist theory of corporate law

Existing corporate law theory has largely analysed the corporation through the lenses of agency and contract, leaving its cognitive dimension undertheorised. This article develops a cognitive institutionalist theory of corporate law by integrating legal institutionalism with externalist cognitive science. Corporate cognition arises where routines, interpretive frameworks, and modular information structures process dispersed information within a bounded system and generate judgements that depend on its organisation. The corporation can be understood as a legally constituted cognitive system, with corporate law providing the constitutive infrastructure through which that capacity is formed, attributed, and preserved. This infrastructure comprises three sets of legal mechanisms: legal personality and asset partitioning establish the boundary and interface of the system; the corporate organ structure and its decision rules convert conflicting interpretations into an attributable corporate position; and fiduciary duties supply metacognitive governance, protecting collective decision-making from the epistemic failures inherent in the organisational architecture. Under this framework, doctrines such as veil piercing, the business judgement rule and takeover review are re-examined for their effects on organisational cognition, offering new insights into longstanding scholarly inquiries.