| The nature of a corporation is a fundamental issue in the corporation law.Actually,there is no consistent view on the nature of corporation,and people in different historical periods have their own understandings.Actually,this paper is not to find the nature of corporation,but to try to find the logic the historical changes of the nature of corporation.Through reviewing the history of the development of corporation law in American,this paper points that changes of the nature of corporation had roughly experienced the following four stages.The first stage,from the colonial period to 1811,in which corporations were essentially semi-public institutions.Under the chartered corporation system,corporations are mainly engaged in public services,and their business activities are tightly controlled by government.During this period,all aspects of corporation prompted it to directly undertake many social responsibilities beyond the daily business activities,highlighting the public nature of the corporation.The second stage,from 1811 to 1880 s,saw corporation come to be seen as private organizations.Since 1811,the chartered corporation system has been gradually replaced by the general corporation law,and,the corporation regarded as the creation of the law,which makes corporation keep away from social responsibility.And,limited liability of shareholders deepened the private nature of corporation.In short,corporation has realized the change from a semi-public institution to a private entity.The third stage,from the 1880 s to the New Deal period of Roosevelt.The interstate competition of corporation law in the 1870 s and 1880 s accelerated the development of the private nature of corporation.The natural entity theory of corporation law was established,which believed that corporation is natural entities in essence,just like persons,and corporation has pure private properties.the natural entity theory instead of the artificial legal person theory provided a firm theoretical basis for the complete privatization of corporation.There are no substantial restrictions on the establishment and incorporation of corporation.Corporation’s rights,like person,are protected by the Constitution,and the appeal for corporation to assume social responsibilities,if any,is extremely weak.In short,the public nature of the corporation during this period ceased to exist and it was treated as a private entity.The fourth stage,from the New Deal to the present.In this stage,the understanding of the nature of corporation was further deepened,great differences appeared.The nature of corporation become diverse.The government has strengthened its control over corporation,and some scholars also require corporation follow social responsibilities.And,the central corporation law theory always regards corporation as private institutions,opposes excessive government intervention and insists on the purely private nature of corporation.The above changes in the understanding of the essence of the corporation in American corporation law show us the historical track of the complex interaction between the legal system,legal concepts and social development,and the nature of corporation and corporation law shaped by the role of corporation plays in the social life of different periods. |
