Abstract

Even if one does not wish to admit that the large, contemporary corporation represents the preeminent social institution of the time, it is surely commonplace by now to identify it as a significant public power center that can no longer be understood as a private phenomenon. Although the story hardly bears retelling, it is worth sketching the analytical paths that led to this recognition among both legal and business scholars if only to demonstrate that common understanding can, on occasion, transcend disciplinary specialization. Neither discipline found the recognition easy, for both grew up with fictional models that beclouded insight in spite of their theoretical usefulness. Lawyers struggled with the paradoxical lotions that corporations were both handmaidens of the state subject to sovereign whim and at the same time legal "persons" with rights and duties analogous to those of human beings. Business analysts labored under a comparable burden imposed by rigorous economic theories of competition and the firm. In both cases it was the harsh reality of the depression in the 1930's that gave impetus to the search for empirical data that broke though fictional veils.