IDEAS home Printed from
MyIDEAS: Log in (now much improved!) to save this paper

What is Corporation? ---The Corporate Personality Controversy and Comparative Corporate Governance

Listed author(s):
  • Katsuhito Iwai

    (Faculty of Economics, Universtiy of Tokyo)

Registered author(s):

    The law speaks of a corporation as a 'legal person' -- as a subject of rights and duties capable of owning real property, entering into contracts, and suing and being sued in its own name separate and distinct from its shareholders. For many centuries there have been a heated controversy between corporate nominalists and corporate realists as to the 'essence' of this soulless and bodiless person. The first purpose of this paper is to end this age-old 'corporate personality controversy' once and for all. It is, however, not by declaring victory for one side or the other, but by declaring victory for both. The key to this claim is the observation that an incorporated firm is composed of not one but two ownership relations: the shareholders own the corporation and the corporation in turn owns the corporate assets. The corporation thus plays a dual role of a 'person' and a 'thing' in the system of law. This paper then shows how this person/thing duality of corporation is capable of generating two seemingly contradictory corporate structures -- one 'nominalistic' and the other 'realistic.' The second purpose of this paper is to reexamine the theory of corporate governance. The fact that an incorporated firm is characterized by two-tier ownership structure implies that corporate managers cannot be regarded as agents of shareholders. They are instead 'fiduciaries' of the corporation. Indeed, this paper advocates the return to the pre-Law&Economics orthodoxy, maintaining that the foundation of every corporate governance system should be the managers' fiduciary duties to the corporation and that the law governing these duties should be essentially mandatory. It also argues that a variety of corporate governance systems across countries is due to the difference in governance mechanisms that supplement the costly implementation of fiduciary law by courts.

    If you experience problems downloading a file, check if you have the proper application to view it first. In case of further problems read the IDEAS help page. Note that these files are not on the IDEAS site. Please be patient as the files may be large.

    File URL:
    Download Restriction: no

    Paper provided by CIRJE, Faculty of Economics, University of Tokyo in its series CIRJE F-Series with number CIRJE-F-100.

    in new window

    Length: 29 pages
    Date of creation: Jan 2001
    Handle: RePEc:tky:fseres:2001cf100
    Contact details of provider: Postal:
    Hongo 7-3-1, Bunkyo-ku, Tokyo 113-0033

    Phone: +81-3-5841-5644
    Fax: +81-3-5841-8294
    Web page:

    More information through EDIRC

    No references listed on IDEAS
    You can help add them by filling out this form.

    This item is not listed on Wikipedia, on a reading list or among the top items on IDEAS.

    When requesting a correction, please mention this item's handle: RePEc:tky:fseres:2001cf100. See general information about how to correct material in RePEc.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: (CIRJE administrative office)

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If references are entirely missing, you can add them using this form.

    If the full references list an item that is present in RePEc, but the system did not link to it, you can help with this form.

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your profile, as there may be some citations waiting for confirmation.

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    This information is provided to you by IDEAS at the Research Division of the Federal Reserve Bank of St. Louis using RePEc data.