This book explains the legal structure of business firms as they operate in the world today. It describes the legal foundations or “matrix” from which all firms are built, managed, and governed. The legal theory of the firm presented here provides a counterweight to the currently dominant economic approaches to understanding firms. The book describes how business enterprises work, the laws governing them, and how they change over time in terms of their institutional purposes and values. Basic legal ideas emphasized in the book include the “real fictions” of firms, the role of constructed “enti ... More

This book explains the legal structure of business firms as they operate in the world today. It describes the legal foundations or “matrix” from which all firms are built, managed, and governed. The legal theory of the firm presented here provides a counterweight to the currently dominant economic approaches to understanding firms. The book describes how business enterprises work, the laws governing them, and how they change over time in terms of their institutional purposes and values. Basic legal ideas emphasized in the book include the “real fictions” of firms, the role of constructed “entities,” and the recognition of firms as “persons.” Other foundations of the firm include agency law, organizational contracts, and private property—and an appreciation of how these legal elements fit together to compose the “business persons” of modern firms. An institutional legal theory of the firm is developed that embraces both the “bottom-up” perspective of business participants and the “top-down” rule-setting perspective of government. The book discusses the important feature of limited liability of both firms themselves and participants in them, as well as the shifting legal boundaries of firms in different circumstances. A typology of different kinds of firms is presented ranging from entrepreneurial one-person start-ups to complex corporate groups. New forms of hybrid social enterprises are also reviewed. Practical applications include recommendations about two contemporary problems: executive compensation and rights of political speech of business corporations highlighted in the landmark Citizens United case.