Abstract and Keywords
This chapter examines the nature and structure of corporate entities (a category that includes business corporations, nonprofits, and many limited-liability companies). It discusses the basic characteristics of corporate entities, surveys different models or theories of the corporation, and explores the question of corporate purpose. It pays special attention to how corporate law allocates economic and control rights to, and among, both the corporate entity itself and the natural persons involved with corporations, such as shareholders, directors, and executive officers. The chapter finds that there is widespread agreement about the basic legal characteristics of corporate entities: legal personhood, limited liability, delegated management, transferable shares (for stock corporations), and perpetual existence. However, when it comes to models of the corporate entity and to the normative question of proper corporate purpose, there is great diversity and a fair degree of disagreement.
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