Font Size: 
Using Corporate Conceptions Well
Jeffrey Nesteruk

Last modified: 2011-09-07


The discourse of corporate legal theory has a rich history.  But in recent years, the richness of this discourse has diminished considerably.  This is because of two apparently unrelated developments.  The first is the ascendency of a particular theory of the corporation, the nexus-of-contracts view. The second is a broader tendency among observers to disparage the value of corporate theory itself. Ironically, these two seemingly disparate developments have a common origin: a discomfort with the law's use for multiple, even conflicting, corporate conceptions to capture the complex and evolving reality of contemporary corporations. The ascendency of the nexus-of-contracts view attempts to address this discomfort by elevating a single corporation conception and marginalizing all others.  The broader tendency to disparage the value of corporate theory itself is also rooted in this fundamental discomfort.  It rejects the reductionistic approach of the nexus-of-contracts view, but then questions the value of multiple corporate conceptions by deeming any theorizing about them as inherently incapable of resolution.


In this article, I will argue that the path to revitalizing corporate legal theory involves a subtle shift in its discourse.  This shift entails refocusing such discourse, from arguments about which corporate conception should generally prevail to explorations regarding how we can become more adept at using multiple, even conflicting, corporate conceptions well. Implicit is my argument is thus an aspiration that the law achieve a greater comfort with a manifold notion of the corporation.


law, ethics