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Spring 2025 Seminar

Conceptions of Legal Entities

Prerequisites: A prior or parallel course in corporate law at HLS or elsewhere, or prior experience in matters relating to the corporation or other business entities.

Exam Type: No Exam Students will be asked to actively engage in class discussion and to submit nine reaction memos after the first meeting of the seminar.

This seminar explores legal entities—principally, but not exclusively, the corporation—from a variety of perspectives. The only distinctive feature of legal entities, of course, is that they are not “natural” persons. Nevertheless, the law attributes to them many of the legal rights and responsibilities that it ascribes to natural persons. The questions are why and to what effect? Our readings fall into one of three categories: the theory of the firm literature in micro-economics, the evolution of “real entity” theory from its 19th century origins forward, and the role of entity concepts in contemporary American law—ranging from 1st Amendment rights to the current discussion of shareholder primacy, stakeholder theory, and corporate purpose. In addition, the readings touch on entity issues in academic literature adjacent to law, including sociology, business administration, and moral philosophy.