The Corporation as a Moral Person
Author(s): Peter A. French
Source: American Philosophical Quarterly, Vol. 16, No. 3 (Jul., 1979), pp. 207-215
Published by: University of Illinois Press on behalf of North American Philosophical
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American
Philosophical
Volume
Quarterly
16, Number
3, July
1979
V. THE CORPORATION
AS A MORAL
PERSON
PETER A. FRENCH
torically correct in citing the law as a primary
origin of the term "person." But he is incorrect in
that its legal usage somehow entails its
maintaining
I
one of his New York Times columns of not too
ire was aroused by a Gulf
IN long ago Tom Wicker's
Oil Corporation
the
that "pointed
advertisement
at
the
all
blame"
crisis
elements
of
for
energy
finger
of our society (and supposedly away from the oil
company). Wicker attacked Gulf Oil as the major,
if not the sole, perpetrator ofthat crisis and virtually
every other social ill, with the possible exception of
venereal
not matter
It does
disease.
whether
serious or sarcastic in making his charges
suspect he was in deadly earnest). I am interested
sense
the
when
of moral
ascriptions
their
are
subjects
responsibility
I
hope
corporations.
as members
of
the moral
treats
Wicker-type
as
unexceptionable
sort without
having
the
make
in
whatever
community,
the
and
rights
privileges,
course
of
normal
moral
affairs,
persons
duties
as
agent
one
one
; to
must
or a
intelligent
to
while
is a
according
but
necessary
not
but
it does have
It
are,
something
is of note
and
of
necessary
tends
thinking
of treating
to
view,
pre-condition
the virtue
as
philosophers
view
tion
current
of
the
the legal
apart.
that
many
economists
the
relationship
moral
contemporary
take a pre-condi?
both
between
the meta?
and moral
a
and also adopt
person
physical
the
view
of
of
particular
corpora?
legal personhood
to distinguish
It is important
notions
of
entangled
and
legal
what
tradition
The
concepts.
in Locke's
that
the
account
term
that
only
to intelligent agents, capable
and
He
consciousness
misery."1
and
extending
themselves
memory
and
goes
persons
to
say
are
that
capable
metaphysical
Locke
champion
of possible
of
to
persons.
the
but
systematically
corporations
can
a
of the juristic
interpretations
corporations,
se
per
corporations
Such
philosophers
least defensible
of
their
sidestep
meet
the
doing
so
the
question
conditions
of
personhood.3
Ill
by
of
John Rawls is, to some extent, guilty of fortifying
what I hope to show is an indefensible interpretation
an
of the legal concept and of thereby encouraging
into the past and thereby be?
accountable."2
economists
of whether
excludes
effectually
class
of moral
personhood
allows
them
of law, and happi?
on
that
the
number
personhood
: the
moral
metaphysical,
is clearly
evi?
entanglement
of personal
He
identity.
ness,
tions
from
and
are
is "a forensic
term,
"person"
and
their merit
;and so belongs
actions
"concerned
three quite different
constitutes
in our
appropriating
come
being
preponderance
version
of
and
II
dent
to one,
a moral
accountable
vice-versa;
an
some
person
persons.
writes
other,
The
to moral
accorded
agent
is to be
it is to be an
and
is
sufficient condition of being a moral person. Locke
holds the interdependence
view with which I agree,
but he roots both moral and metaphysical
persons in
the juristic person, which is, I think, wrongheaded.
to pro?
responsibility
ascriptions
instances
of a perfectly
proper
to
In short,
them.
paraphrase
can be full-fledged
corporations
have
rational
it
what
understand
person
is to be
not
accountability,
the
relationship
are
there
persons
schools of thought. According
metaphysical
what
understand
(I
in
sense,
Regarding
and moral
a
to be
the traditionally
of equal standing with
acknow?
residents:
human
ledged
beings, and
biological
hence
the moral
metaphysical
two distinct
or
whether
the metaphysical,
especially
interdependent
is surely
controversial.
between
and
agency;
but
sense,
on
of a theory that allows treatment
vide the foundation
of corporations
either
Wicker
was
sense,
metaphysical
is his
1
John Locke. An Essay Concerning Human Understanding
(i960), Bk. II, Ch. XXVII.
2
Ibid.
3
For a particularly
see: Michael
and William
of the Firm: Managerial
flagrant example
Jensen
"Theory
Behavior,
Meckling,
Costs and Ownership
Journal of Financial Economics, vol. 3 (1976), pp. 305-360.
On p. 311 they write,
"The
Agency
Structure,"
or firm is simply one form of
. . ."
serves as a nexus for
private corporation
legal fiction which
contracting
relationships
207
AMERICAN
208
that
led to the general
that has
bias
anthropocentric
belief
corporations
cannot
just
PHILOSOPHICAL
moral
be
per?
sons. As iswell known, Rawls defends his two prin?
ciples of justice by the use of a thought experiment
that incorporates the essential characteristics of what
he takes to be a pre-moral,
though metaphysical
and then "derives" the moral guidelines
population
for social institutions
that they would accept. The
in
the "original position" are
persons
(or parties)
described by Rawls as being mutually self-interested,
as
rational,
and
capacities
poses,
wants,
one
ones
moral
evolve.
is remarkably ambiguous
tedly so) regarding who or what may
He
person.
metaphysical
in one
not
sentence,
"nations,
and
teams,
not
want
admits
only
category,
firms,
he
the
of
does
ration?
or
organizations,
because he is a captive of the traditional prejudice
in favor of biological persons, in the next sentence he
withdraws
actions
possible
of
is,
persons
human
to analyze
as
logical
persons
the
a
perhaps,
to the case of human
logical priority
be
may
artificial
"There
entry.
certain
: it
individuals
actions
of
so-called
constructions
. . ."6
"Perhaps"
of
the
of
is,
course, a rather large hedge behind which to hide;
but it is, I suppose, of some significance
that in A
Theory of Justice when he is listing the nature of the
parties
associations
in
the
he
"original
(states,
position"
or
churches,
other
adds
"c.
as
associations
metaphysical
moral
becoming
has, however,
implications
of human
persons
persons,
beings
capable
in and
should
on
of
his
be
treated
account
themselves.
to the
pocentric
bias.
of
He
shrunk from the task of exploring the
of that intuition
and has instead
comfortable
bulwarks
the anthro
of
IV
I think, Rawls,
Many
philosophers,
including,
have rather uncritically
relied upon what
they
to be the most
defensible
incorrectly
perceive
treatment
as
of collectivities
such
juristic
corpora?
tions as a paradigm
for the treatment
of corporations
in their moral
theories.
The
of corporate
concept
under
legal personhood
I want
is,
pretations
moral
purposes.
on
inter?
useless
virtually
writers
many
Following
any of its popular
to argue,
for
a
jurisprudence,
juristic person may be defined as any entity that is
a subject of a right. There are
good etymological
grounds for such an inclusive neutral definition.
The Latin "persona" originally
referred to dramatis
in Roman
and
personae,
law
term
the
was
adopted
to refer to anything that could act on either side of a
legal dispute.
[It was not until Boethius' definition
a
est naturae
"Persona
person:
rationabilis
substantia (a person
is the individual
rational
nature)"
that
ascribed
to persons.]
tion
i.e.,
are
persons
of the
individua
legislature
were
traits
metaphysical
In effect, inRoman
creations,
of
artifacts,
enacts
that
of a
subsistence
legal tradi?
the
the
law
itself,
are
and
law,
not considered
to have, or only have
incidentally,
existence of any kind outside of the legal sphere.
The
tically
The
on
law,
the Roman
is systema?
interpretation,
the biological
status
of its subjects.
to
notion
applied
corporations
of
ignorant
Roman
as
popularly
known
characterizes
that
personality
owes
its
of a corporate
to a
existence
view
Rawls'
ever,
corporate
discuss
this
bodies)."7 He does not, unhappily,
else in the book. Rawls
entry on his list anywhere
has hold, I think, of an important intuition : that
some
retreated
of
beings
churches,
because
and
institutions
the
human
so on,"5
then,
perhaps
to tackle
the demonstration
those
(and admit?
qualify as a
into
biological
business
provinces,
of
etc.,
ality,
pur?
can
them
of
But Rawls
but
and
intents
no
that
(so
interests
needs,
all
for
being,
the others). Their choice of the principles
has pointed out,4 a rather
is, as Dennett
rendering of one version of the compelling
I think unnecessarily
complex)
philo?
thesis that only out of metaphysical
persons
(though
sophical
can
as
in power
equal
dominate
of justice
dramatic
similar
having
and
QUARTERLY
Theory
be
of
theory
corporate
motivated
for
two
a dichotomy
by
reasons.
or verifying
on
maintaining
is a pure
body
act
creative
of
in
law
not
theory,
view
creates
its pure
any juristic persons
to
"the
and
the
state."8
not,
the
not
does
theory
are
the
some pre-legally
the
that
fiction
could
persons
adherence
The
the
does
Theory.
as
how?
Fiction
demand
form
creations
law
existing
its own
at
as
subjects.
least, does
as composites.
All
of
the
recognizing
persons;
Secondly,
not
regard
things which
4Daniel
in The Identities of Persons ed. by A. O. Rorty
"Conditions
of Personhood"
Dennett,
(Berkeley,
1976), pp. 175-196.
5
in John Stuart Mill, Utilitarianism,
ed. by Samuel Gorovitz
John Rawls,
"Justice as Reciprocity,"
(Indianapolis,
1971), pp. 244-245.
6 Ibid.
7
John Rawls, A Theory of Justice (Cambridge,
1971), p. 146.
8 Frederick
Hallis, Corporate Personality
(Oxford,
1930), p. xlii.
is
Hallis
real and artificial persons. All
between
persons,
juristic
law. The
theory
that
argues
the theory,
the Fiction
it
THE
are
as
created
legislatively
AS
CORPORATION
are
of rights
subjects
non?
or, if you will, primitive individual legal
persons. (It is of some note that the Fiction Theory
is enshrined in English
law in regard to corporate
bodies by no less an authority than Sir Edward Coke
reducible
wrote
who
ment
that
corporations
consideration
of
and
The
Fiction
Theory's
and
jurisprudence
the names
view
in
only
rival
in American
does
are
bodies
of corporate
to
seem
in?
umbrel?
only
las that cover (but do not shield) certain biological
treats biological
The Aggregate
Theory
as
status
as
and
exist?
corporate
priority
for purposes
of
summary
be worth
it may
mention,
having
legal
a contrivance
reference.
(Generally,
identify
tend to ignore employees
Theorists
Aggregate
with
corporations
and
and
executives
directors,
stockholders. The model on which they stake their
claim is no doubt that of the primitive partnership.)
I have
as
an
elsewhere10
that
aggregate
for
purposes
any
a
corporation
is to fail to recog?
to treat
shown
on
streetcorners
courtrooms,
key
socio-economic
logical,
existence.
corporate
in clarifying
the dispute
between
and
case
famous
selling
directors
many,
German
World
on
its business
there.
of tires made
were
and
War,
subjects.
and
one
but
The
it
business
in Germany,
German
all
Its
subjects
of its
case
turned
shares
arose
on
and
in residence
the
were
during
issue
was
the
all of
its
in Ger?
held
the
was
on
to
the
company
with
House
by
First
of whether
the company was an English subject by virtue of its
under
the English
law and
being
incorporated
of
its
and
directors
and
stockholders,
independent
could hence bring suit in an English court against
an English subject while a state of war existed. The
of
that "The
was
Ltd.,
an
at law distinct
its members
of
personalities
The
Co.,
a personality
sue in the English
from
share?
summarizes
aptly
he writes
Rubber
statute
by
altogether
or the
Hallis
of the court when
and
therefore
ject."12
entity
person
register."11
(5-1) was
created
the memorandum
Tyre
the
from
an
different
and
could
Courts as a British Sub?
Lords,
however,
supporting
the Aggregate Theory and no doubt motivated
by
the demands of the War, overturned
the Court of
Appeals. Lord Buckley wrote "The artificial legal
It is
power of motion.
entity has no independent
moved
the
by
. . . He
corporator.
is German
in
fact although British in form."13 This view has seen
many incarnations since on both sides of the Atlantic.
I take Rawls' burying of his intuition in the logical
priority of human beings as a recent echoing of the
words of Lord Parker who in the Continental
Tyre
case wrote for the majority
in the House of Lords :
the
acts
and
in which
are
to human
only
rival
major
not
in pari
the
of
quality
its capacities
the property
is held
and
to act is enjoyed
the capacity
are
done
is a
character
ditions
in which
character
the character
materia.
The
itself,
company
latter
con?
and
and its acts and is attributable
. .
beings
In Germanic
in the English law. (The case is cited by Hallis.)
It is
that of Continental Tyre and Rubber Co., Ltd. vs
Daimler Co. Ltd. Very
the Continental
sketchily,
in England
and
Tyre company was incorporated
carried
subscribers
value
Fiction
a rather
to mention
ignores
facts
of
some
of
prove
[It might
theorists
Aggregate
simply
historical
and
the
"...
nize the key logical differences between corporations
and mobs. The Aggregate Theory, then, despite the
fact that it has been quite popular in legislatures,
and
and
corporation
was
hence
"a
holders
20?j
of The Court of Appeals
opinion
the
English
persons.
ence
that
Continental
law."9)
that
majority
PERSON
the judgment
intend
iswhat I shall call "the Legal
It holds
of the Corporation."
Theory
Aggregate
the
major
the
account
form Rawls'
that
"rest
A MORAL
."]14
tradition
legal
of
interpretation
resides
corporate
the
third
per?
juristic
sonhood. Due primarily to the advocacy of Otto von
the so-called Reality Theory
Gierke,
recognizes
to be pre-legal
corporations
existing sociological
the theory is the view that law
persons. Underlying
cannot
create
societal
facts
At
most,
persons
it only
which
determines
subjects,
in conformity
with
its requirements.
law
endorses
the
existence
of
pre-legal
its own
for
Gierke
the
purposes.
regards
corporation
its
are
as an
offspring
of
certain
social
actions
then a defacto personality, which
the law
having
only declares to be a juridical fact.15 The Reality
Theory's
primary virtue is that it does not ignore
the
does
non-legal
roots
of
the
the Fiction Theory,
identity of the corporation
while
corporation
it,
as
the non
acknowledges
and the aggregate of its
executives
directors,
stockholders,
9 io Co.
see
xlii.
Hallis,
253,
p.
Rep.
10
and Blame,"
The Personalist, vol. 56 (1975), pp. 160-169, and in the first chapter
"Types of Collectivities
Corporate Responsibility
(forthcoming).
11
"Continental
Co., Ltd. vs. Daimler
Co., Ltd."
Tyre and Rubber
( 1915), K.B., p. 893.
12
Hallis,
p. xlix.
13"Continental
Co., Ltd. vs. Daimler
Co., Ltd."
Tyre and Rubber
(1915), K.B., p. 918.
2 A.C., p. 340.
14(iqi6),
15See in
particular Otto von Gierke, Die Genossenschoftstheorie
(Berlin, 1887).
and
employees.
of my Foundations
of
AMERICAN
210
The
out
of
of no
to be
between
difference
primary
that
Theories,
Reality
son as de
jure and
the moral
one
the Fiction
treats
as
the other
PHILOSOPHICAL
the
and
corporate
per?
turns
however,
defacto,
to the
in regard
real
importance
of
personhood
a
issue
Admit?
corporation.
tedly the Reality Theory encapsulates a view at least
to arguing for discrete
superficially more amenable
moral
corporate
than
personhood
does
the
Fiction
it does acknowledge
de facto
Theory
just because
on
but
theorists
both
sides
will
admit
personhood,
that they are providing
of only the
interpretations
formula
and
=
person
to
"juristic
as we
long
as
stick
the
no
history,
legal
of
subject
rights,"
interpreta?
need concern itself with meta?
or agency.
de facto
The
physical
personhood
of the Reality
is that of a
personhood
Theory
sociological entity only, of which no claim is or need
tion ofthat
be made
formula
agency
regarding
without
could,
and
Theory
or
the
deny
etc.
rationality
hold
contradiction,
metaphysical
One
the Reality
or moral
number
of
and
entities
can
associations
reserved
their
and
death,
vested
human
for
rights
in some
in generations
rights
after
long
in?
they have
course
the future.16
Of
recent
of
beings
cases
such subjects of rights, though they are legal persons,
cannot
dispose
because
them,
i.e.,
agent,
only
of
an
their
rights,
a
to administer
to act
able
in
accident
historical
cannot
that most
must
legal
be
It may
cases
above
required
or
theories
possession
of
the
by
law,
under
elsewhere,
attributes
that
of
an
the
any
of
it be
so. Yet,
It
is a fundamental
to
or
as
person
that
description
three
it is
of
regard
as having
the fact of juristic corporate personhood
settled the question of the moral personhood
of a
learned
an
from
stressed
because
are
predicates
the
referent
can
be
of an7 proper
a non-eliminatable
I shall call
subject of what
a responsibility
non-eliminatable
(and presently discuss)
ascription of the second type. The
nature of the subject should be
and
responsibility
as
neutral
regards
other
moral
and
person
person
sum predication.17 Though we
might say that The
mob should be held responsible
Ox-Bow
for the
of
have
three
no identity
identities
and
subject
reference
reason
or moral
metaphysical
with
collectivity
that of the sum of the
summary
For
that
the mob.
of
qualify
to make
I
of what
example
aggregate
its component
membership,
as the
Ox-Bow
mob"
is
as
is an
over and above
"The
ascriptions
member
an
called
of
to use
a mob
men,
elsewhere
mobs
hence
of
such
to
each
not
do
persons.
VI
are at least two significantly different types
that should be dis?
ascriptions
There
of
responsibility
in
tinguished
lauditory
or
usage
ordinary
has pointed
or
event
action
(Perhaps
rather
than
failures
lives.)
The
parasitic
the
counting
is a
responsible
on someone
pins responsibility
or what-dun-it
the who-dun-it
something,
(not
"He
recommendation,
lad.") The first-type
untoward.
administrator
mistake
name
an
rights and not those of a subject of rights that are
among the generally
regarded conditions of moral
personhood.
a moral
define
an
are
are
however,
of the legal personhood
of corpora?
investigation
tions:
existence
is not essentially
(i) biological
associated with the concept of a person
(only the
fallacious Aggregate
Theory depends upon reduc?
tion to biological
referents) and (2) a paradigm for
the form of an inclusive neutral definition of a moral
"a subject of a right." I shall
person is provided:
be
cases in which "the subject of right X" and "the
It is
administrator
of right X" are co-referential.
nowhere
lessons
helpful
Austin
administer
one
right
certain
ways.
Two
and
have been the subjects of legal rights. Legislatures
have given rights to unborn human beings,
they
have
V
death
person?
hood of corporations. What
is needed is a Reality
a
that
identifies
person
Theory
defacto metaphysical
not just a sociological entity.
all of these interpretations
of cor?
Underlying
is a distinction,
embedded
porate legal personhood
in the law itself, that renders them unhelpful for our
purposes. Being a subject of rights is often contrasted
in the law with being an "administrator
of rights."
Any
QUARTERLY
out that it is usually
is thought
by
we
are more
the
successes
sense.
used when
to be
the
speaker
interested
that
in
the
our
punctuate
of responsibility
second-type
ascription,
the first, involves
the notion of
upon
accountability.
"Having
a
responsibility"
is
inter?
woven
a liability
the notion
with
to
"Having
answer," and having such a liability or obligation
seems to imply (as Anscombe
has noted18)
the
some
of
existence
either between
or
in
some
sort
of
authority
people or between
weaker
versions
people
between
relationship
and a deity
and
people
one way
or the other.
social norms. The kernel of insight that I find
corporation
16
And, of course, in earlier times animals have been given legal rights.
17See Gerald
"Tom, Dick, and Harry, and All The King's Men," American Philosophical Quarterly, vol. 13 ( 1976), pp. 89-108.
Massey,
18G. E. M.
"Modern Moral
Anscombe,
Philosophy, vol. 33 (1958), pp. 1-19.
Philosophy,"
THE
intuitively
someone
relationship
event
the
former.
else
in
the
question
In other
as
a
second-type
someone
Z if X
multitude
"Xis
is
ascription,
in respect
event
to y
e.g.,
responsible
properly
is or was
hirings,
to enter
through
accountable
contracts,
original
position,
no
bility
occurs
delegation
the
from
hold
among
agreements
moral
No
persons.
needs to be established
special arrangement
ship with all other persons as regards the doing or
refraining from doing of certain acts: those that take
use
that
our
interest
not
and
personhood
moral
in
content
the
of moral
criteria
the
we
of morality
need
not pursue this idea further. What I have maintained
is that moral responsibility,
it is neither
although
nor
contractual
extension
ordinary,
bility. What
into any
already
not
does
account
seen
that
of
the
responsible
in
the
though
the deceased
for
requirements
and we
the
of
notion
account.
sufficient
a
in
responsi?
relationship,
the
a
provide
deceased
the
garden-variety,
responsibility
case
probate
relevant
way
an
but
apart
in regard to the present
is needed
is an
then
ject
a class
is not
optional,
of
sub?
entry
have
person
juristic
For
example,
cannot
be
held
even
anyone,
by
is a juristic person,
a subject of
rights.
the
of
"moral
The
aggregate).
of the
rather
to
"In
are
considered
the
considering
more
a man
whether
exclusion
occasions.
of,
few
responsibility,
intended
to
than
important
to do A,
or whether
To be the subject of a
intentionally."19
the second type, to be a
of
ascription
responsibility
in
hence to be a
party
responsibility
relationships,
moral
the
person,
must
subject
are
moral
persons,
Davidsonian
be at minimum,
agent.20
will
they
be
what
If corporations
non-eliminatable
agents.
VIII
a
corporation
it must
be the
For
agent
to be
case
some
are
events,
sentences
certain
pen,
makes
of
the
a
things
as a Davidsonian
treated
some
that hap?
things
in a way
that
sentences
that say that
that
describable
true,
does
corporation
were
intended
itself. That is not accomplished
by the corporation
is only a
if attributing
intentions to a corporation
shorthand way of attributing
intentions to the bio?
e.g. its board of
comprise
logical persons who
If that were
directors.
on metaphysical
to turn
if not
out
to be
logical grounds
the
case
then
there would
no way
to
between
and
distinguish
corporations
I shall
mobs.
that a Corporation's
however,
argue,
be
Alternai decision
Structure
is
(its CID Structure)
the requisite redescription
device that licenses the
of
predication
corporate
Intentionality,
one
intensional
intentionality.
a causal
notion,
though
so it does
not mark
out
and
is
an
a class
or events.
Attributions
of intentionality
in
are
to any
event
with
opaque
referentially
to other
of that
in
or,
event,
respect
descriptions
one
an
other
the fact
words,
that, given
description,
was
action
not entail
intentional
does
that on every
of actions
regard
VII
A
not
though
wrote:
Austin
some
notions.
is
community,"
between
someone
to hold
for anyone
respon?
morally
parties
amounts
to the same
sible for his acts or, what
thing,
to a
is a party
relation?
every
person
responsibility
descriptions
Because
is, a member
for that
surrogate
speaker
a
I shall call a Davidsonian
responsi?
and without
reciprocally
all
is
person
moral
relationship:
relationships
prior
no
because
the
he did A
to
The right to hold responsible is often delegatable
third parties; though in the case of moral responsi?
bility
excluded
is or what
things
establish
by
etc.
appointments,
211
to
it asserts it implies that the subject is accountable
the speaker (in the case at hand) because of the
subject's relationship to the speaker (who the speaker
than,
in a
are created
PERSON
A MORAL
focus of responsibility
ascriptions
primary
second type is on the subject's intentions
for y"
uttered
by
promises,
assignments,
a Rawlsian
to
answerable
relationships
of ways,
agreeing
was
latter
words,
to Z. Responsibility
compacts,
to legiti?
some
for
responsible
exist or have existed a responsibility
between
them such that in regard to
there must
the
is that for someone
compelling,
hold
mately
AS
CORPORATION
responsibility
amounts
to
the
tion, the first conjunct
ject's
(usually
asserts
with
actions
an
that
untoward
the
action
of
ascription
assertion
or
of
a
conjunctive
of which
as
one)
in
the
and
question
the second
identifies
cause
the
type
proposi?
of
the sub?
an
event
second
was
conjunct
intended
by
the subject or that the event was the direct result of
an intentional act of the subject. In addition to what
other description of the action
great deal depends upon what
being
described.
intentionally
room
(one
does not
"Polonius"
We
can
correctly
kills the person
of Davidson's
itwas intentional. A
aspect of an event is
say,
hiding
examples),
kill
intentionally
and "the person
e.g.,
"Hamlet
in Gertrude's
but
Hamlet
Polonius,"
although
hiding in Gertrude's
are co-referential.
room"
event may
The
be properly
19 L.
"Three
Ink"
of
in
Austin,
J.
Ways
Philosophical Papers (Oxford,
Spilling
1970), p. 273.
20See for
in Agent, Action, and Reason, ed. by Binkley, Bronaugh,
and Marras
example Donald Davidson,
"Agency,"
(Toronto,
1971).
as "Hamlet
described
"Hamlet
room
"Hamlet
not
killed Polonius" and also as
killed the person hiding in
intentionally
Gertrude's
the
(behind
intention.
in fact,
(He,
as
not
but
arras),"
for that was
killed Polonius,"
intentionally
Hamlet's
PHILOSOPHICAL
AMERICAN
212
of
descriptions
actions
tional
Certain
as
same
those
are
is, actions,
the bodily movements
simply
sometimes
individual
inten?
are
as
and
beings
in
redescribable
terms of their upshots, as bringing about something,
e.g., (from Austin21) feeding penguins by throwing
them
peanuts
connect
different
and
sometimes
the
effects
as done
described
about
for
prior
the
can
be
reasons,
done
in order
is some
they
to
the penguins
are
bring
peanuts
or felt
desire
need
or
involves
includes
the human
human
combined
beings
in a corporation
usually
reasons
for their behavior.
In virtue
that
not
there
just
paribus.
in saying
is sense
who
work
the people
for doing what
that
it is the
really
and
that
have
reducible
are
always
or
the
the managers,
reasons
and
corporate
although
without
reducible
remainder,
to human
reasons
be told
that
etc.,
etc.,
desires,
actions
corporate
is
and
we will
not
may
be
intentions
corporate
intentions.
events,
seen
logical
on
the
persons
CID
C's
"Corporation
have
21
Austin,
p. 275.
22 See
Joel Feinberg, Doing
23
Galbraith,
John Kenneth
two
elements
of
struc?
interest
acts
by
A
events.
acts
purposes,
two
least
of
bio?
we
suppose
that
aspects,
non-identical
One
ways.
2."
doing
The
act
corporate
they
are
and
causally
causal
(The
inseparable.
insepara?
bility of these acts I hope to show is a product of the
CID Structure, X\ doing y is not the cause of C's
z nor
is C's
F
cause
the
of X\
y
doing
vice versa.)
and
I doubt he is aware of the metaphysical
that
reading
Galbraith
z
doing
doing y causes event F then C's doing
ifX\
can
rather
be
to
given
neatly
K.
this
process,
J.
I have
what
captures
in
mind when he writes in his recent popular book on
the history of economics: "From [the] interpersonal
of
exercise
power,
comes
the
cipants,
the
...
interaction
personality
of
the
the
of
parti?
corporation."23
I take Galbraith
here to be quite literally correct,
but it is important to spell out how a CID Structure
works
this
"miracle."
we
in recent
years
philosophy
as models
to the use of games
accustomed
decision
stations
the individual act may have different properties;
indeed they have different causal ancestors though
institutional
standing
internal
of bio?
various
corporate
of those
incorporates
in two
of
acts
the
of those aspects is "Executive Z's doing y" and one is
understanding
an
has
as
occupy
to
Structure
in
Struc?
transformation
chart),
character
described
syn?
viewed
the CID
In
IX
Every
corporation
ture. CID
Structures
When
aspect
For
illustrative
persons.
E has at
that an event
be
and
subordination
who
(those
process.
the CID
and acts of various biological
another
organizational
the corporate
corpora?
activated,
decision.
corporate
as
already
suggested,
the
descriptive
under
Although
for their
corporations
have
in them,
way,
z causes
shown
that
a
licenses
although
descrip?
to be
needs
they do. Typically,
directors,
those
a
the
of
ratification
and properly
accomplishes
into
imagine
is, can
its primary
levels
various
and
the
for
to
respect
function
is to
power
corporation's
as such
thesis of the intentions
doing
positions
as
having
held responsible
What
ceteris
of
and
things
occupy
can be described
tions they may be properly
behavior,
doing
various
beings
who
Structure
functioning
with the belief that the object of the desire will be
achieved by the action undertaken.
(This, I think,
that
is what Aristotle meant when he maintained
(X) did y
acting requires desire.) Saying "someone
is to describe an event (y) as the up?
intentionally"
shot of X's having had a reason for doing it which
was the cause of his doing it.
It is obvious that a corporation's doing something
that
and
operative
logical
within
corporate
(2)
organization
with
personnel
from
experience
into a decision-making
exposing
what we single out as
the
the
its ventures,
ture
event22),
as
redescribed
then
feeding
we
way
is
When
levels
and
in
rule(s) (usually embedded
recognition
called "corporation
policy"). The CID
of
exercise
or responsibility
and
stations
structure
power
Structure
persons
another
same
cause;
to kill them. Usually
cause
of
prior
e.g.,
something,
in order
that
descriptions
events
those
some
of
common
the most
is
("by"
delineates
that
corporate
tion
describable
of human
events
the
draw
actions.
intentional
corporate
that
events,
as
events
certain
and
chart
something
killing the King.) The referential opacity of inten
I shall presently
is
argue,
tionality attributions,
to the driving of a wedge between
the
congenial
(i) an organizational
to us here:
flow
decision
he was
thought
QUARTERLY
descriptions
if those
and Deserving
(Princeton,
1970), p. i34f
The Age of Uncertainty
(Boston,
1971), p. 261.
rules
of how
behavior. We
rules
of events possible
were
non-existent.
in games
have
all have
make
that would
The
grown
for under?
CID
some
certain
not be so
Structure
are
The
familiar.
of a
chart
organization
corporation
"players" and clarifies their rank and
distinguishes
the
lines of responsibility within
the interwoven
An
corporation.
tells
chart
organizational
for
us,
that anyone holding the title "Executive
example,
stands
Vice President for Finance Administration"
to anyone holding the title
in a certain relationship
"Director of Internal Audit" and to anyone holding
title
the
etc.
"Treasurer,"
In
ships,
minations
of
chart provides what might be called
organizational
I
the grammar of corporate decision-making. What
shall call internal recognition rules provide its logic.
in
rule(s)" I mean what Hart,
By "recognition
another
an
on
a decision
that
indi?
affirmative
"conclusive
calls
context,
cation"24
act
been
has
or
made
reasons.
rules
Recognition
performed
are of two sorts. Partially
in the organiza?
embedded
:we
see that
are
chart
tional
recognitors
procedural
at
are
to be
certain
reached
decisions
collectively
for
corporate
an
creates
corporation
image
to be
(not
that
"The
corporation.
or violated,
it is no
side-stepped
that company."26
Peter
seen
has
Drucker
the
recognitors
policy
(though he treats matters
Because
basic
I am
longer
and
Drucker
recommending.)
welfare
and
to
decisions
survival.
set of principles
individual
direct
and
the
a rule
actions
needs of
means
That
of
of
the
importance
and
behavior
have
individual
the
that
of conduct
writes:
it must
is an institution
the corporation
For
it must
subordinate
policy.
bitions
is
policy
the policy
a
am?
corporation's
have
it must
limit
which
. . .27
and
considera?
financial
a
vote.
Their
can
Z
be
CID
a
to
event,
an
expose
Y
of X,
making
be
the
from its other aspects
affirmative.
is not
event
the
CID
also provides
for
recognitor
such
an
already
in its other
the grounds
of
attribution
inten?
sug?
type
corporate
act
corporate
or an
implementa?
is
the
when
intentionality.
consistent
with,
as
a
sentence
did something
Structure,
of
aspect
with
a
true
makes
that says that the corporation
But
Redescrip
corporate
be
confused
to
that
unre
otherwise
aspect
voting
of a procedurally
however,
of an
description
of
vote
the
as the
corporation's
in
X's
exposure
gested,
is to
which
Structure,
that is quite different
from
tionally.
is authorized
circumstances
redescribed
redescribed
vealed,
vote
that is, the event "XYZ voting" may
a decision:
e.g.,
tive
these
under
that
a
of
taking
in the Gulf
Simply,
an instantiation
tion of established corporate policy, then it is proper
to describe
it as having been done for corporate
reasons,
as
desire
coupled
other
An
having
words,
event
with
been
caused
by
a corporate
as
corporate
under
may,
belief
a
corporate
and
so, in
intentional.
one
of
its
aspects,
be
as the conjunctive
act "X did a (or as X
a
e
Y
did
did
a)
(or as Y intentionally
intentionally
did a)" (where
did a) s Z did a (or as Zintentionally
a = voted in the affirmative on the question of Gulf
described
a
in
recommendations
and
reports
specific way will have been diluted by the subordin?
ation of individual inputs to peer group input even
before X, Y and Z review the matter. X, Y and Z
an
in the CID
Structure
from
rather differently
basic
the way
moment
will
by various
developed
outline
will
some
plans,
contingency
of positions
their
writing
say
and
its public image) or a general policy, what G. C.
Buzby of the Chilton Company has called the "basic
that must inform its
belief of the corporation,"25
decisions for them to be properly described as being
of
be
will
some
procedure
confused
a
activate
tions, some will be legal opinions and so on. In so
far as these will all have been processed
through
Gulf's CID Structure system, the personal reasons,
if any, individual executives may have had when
with
those
some
reports,
take
levels and that they are to be ratified at higher levels
(or at inner circles, if one prefers that Galbraithean
intern?
model). A corporate decision is recognized
of its
not
the
only by
procedure
ally, however,
but
the
instantiates.
Hence
it
every
by
making,
policy
we
purposes,
CID Structure in a corporation, Wicker's
favorite,
that three
the Gulf Oil Corporation.
Imagine
executives X, Y and Z have the task of deciding
whether or not Gulf Oil will join a world uranium
cartel. X, Y and Z have before them an Everest of
papers that have been prepared by lower echelon
executives. Some of the papers will be purely factual
departments,
The
actions.
and
decisions
corporate
illustrative
for
Suppose,
be formulations
relation?
in deter?
and dependent
the interdependent
line and staff, that are involved
maps,
or
it expresses,
effect
213
X
rule (or
is a kind of constitutive
to the game rules with which we
of a corporation
rules) analogous
PERSON
A MORAL
AS
CORPORATION
THE
24H. L. A.
Hart, The Concept of Law (Oxford,
1961), Ch. VI.
25G. C.
toWhat A Company
Stands For," Management
Guide
Buzby, "Policies?A
26 Ibid.
27 Peter
pp. 36-37.
Drucker,
1964/1972),
Concept of Corporation (New York,
Record, vol.
24 (1962),
p. 5fr.
PHILOSOPHICAL
AMERICAN
214
Oil
in
formulated
ture,
the
sistent
an
with,
vote
an
or
to
is con?
that something
instantiation
implementation
of general corporate policy and ceteris paribus, then
to do it for corporate
has decided
the corporation
as "the Gulf Oil
reasons, the event is redescribable
did j for corporate reasons/."
(where
Corporation
to join the cartel" and/is
any reason
j is "decided
(desire + belief) consistent with basic policy of Gulf
Oil, e.g., increasing profits) or simply as "Gulf Oil
did j." This is a rather
intentionally
Corporation
in these circumstances
that
technical way of saying
the executives
voting is, given its CID Structure,
to do something, and
also the corporation deciding
that
reasons
the personal
even
as they do and
have
regardless
for voting
are
inconsistent
or
even
as
he
if one
in
reason
at all
corporation
is consistent with
inviolate
corporate
general
policies
of previous
corporate
precedent
as recorded
statements
of purpose
its
of
annual
incorporation,
its
certi?
etc.
The
its desires or
of achieving
only method
corporation's
in
reports,
who
of the personnel
is the activation
goals
X
if
voted
its various
However,
positions.
of personal
for reasons
monetary
tively
purely
was
cartel
the
reasons
have
of
tion
their
for
and
competition
to its shareholders.
because
they
established
transient
the
etc.
reason
corporate
have
self-interest
is a difference
If there
between
and desires and those of human
that
the
very
wide
corporate
ones
are
but
that
ranging,
beings
corporate
intentionality
other possible
It
is, of
component
as
poses
own
way
The
attribution
sphere.
is opaque
with
respect
socio-economic
limited
goals.
descriptions
course,
in a
membership
instrumental
(Financial
this is achieved.)
of the event
corporation's
view
in
the
reward
that
the
corporate
achievement
is the most
of
that
is
as
policies,
men?
already
laws
as histories
of
policies
as Delaware.
states
such
in the
enumerated
cannot
vires
be
the
of
are
it is
involved.
a new
constitutes
that is captured
corporations
or altered
that
issues
peripheral
alteration
policy
of
are amended
corpora?
in the incorporation
which
power
("Any
and
the general
law
two sources
these
from
charter
inferred
under?
Obviously
corporation.")
is an uneasiness about the fact
lying the objection
that corporate intent is dependent upon policy and
purpose that is but an artifact of the socio-psychology
intent
of a group of biological
persons. Corporate
on
of
the
(the
reason,
tarnished
bias.
an
that the possibility
agent
of
description
we
avoid
some
or
whether
not
it
as having done something
aspect
an
of
the
that
some?
of describing
upon
depends
described
criteria
is another
By concentrating
and
by acknow?
events
of
descriptions
off?
illegitimate
intent. But this objection
anthropocentric
possible
as
a
to be
somehow
temptation
would
necessitate
to
a
for
event)
look for
exten
to
reduction
referents.
CID
as
corporate
intentionality
of
Structure
while
and
licenses
of
it does not obscure
etc.
directors
executives,
of
redescriptions
attributions
corporate
the private
X
Although
voted
to support the joining of the cartel because he was
bribed to do so, X did not join the cartel, Gulf Oil
the
cartel.
we
Corporation
to
may say that X did something for which he should
or not
be held morally
yet whether
responsible,
Gulf Oil Corporation
should be held morally
that
responsible for joining the cartel is a question
its
pur?
their
common
of view
point
of
in question.
interest
only
is not
acts
corpora?
fewer things than human
relatively
to a
in
action predominately
confined
being
tions can do
beings,
show, when
events
not
and
and
purposes
Furthermore,
purposes.
will
The
goals
it is probably
range
long
tioned, tend to be relatively stable when compared
to those of individuals and not couched in the kind
to individual
of language that would be appropriate
human
managers,
stable
relatively
is only
because
basic
porate
sional
regardless
corporate
corporate
can be properly
in
interests
corporate
goals
of directors,
to a
rise
thing
Corpora?
Usually,
will
have
corporations.
incorporators
distinct from the intents and purposes of the collec?
tion of incorporators viewed individually. Also, cor?
ledging only
joining
hence
those things that are likely to result in realiza?
doing
of
the
to minimize
dividends
pay higher
tions
that
fact
the
alter
is it in
organized to further their individual interests and/or
tomeet goals which they shared. But even in infancy
the melding of disparate interests and purposes gives
form
gain
large
original
spring of human
to do so) that does not
(suppose he had been bribed
the
But
nor
necessary
logically
policies
its directors.
of
goals
for most
true
practice
of
course,
seems
occupy
affirma?
not
that is certainly
is ultra
and
actions
only
or which
as encrusted
the
ficate
for voting
for
reasons
has
still
current
the
tion, a point
policy
that a corporation's
be objected
usually
Radical
reasons
if their
corporate
the cartel ; that is, joining
joining
the
no
has
them
of
the
does,
established
with
executives
the
of
It will
reflect
conjunction
unanimously
if doing
and
the
of positions A, B and C
chart
organizational
do something
as
instance
the occupants
of rules: when
on
this
Struc?
the Gulf CID
the cartel). Given
joining
QUARTERLY
turns
accepted
Of
on
joined
issues
that may
be
Consequently,
unrelated
to X9s
having
a bribe.
course Gulf Oil Corporation
cannot
join
the
THE
AS
CORPORATION
cartel unless Zor somebody who occupies position A
on the organizational
chart votes in the affirmative.
What
that
shows,
is that
however,
are
corporations
That should not, however, rule out the
their having metaphysical
of
status, as
possibility
and
Davidsonian
agents,
being
being thereby full
fledged moral persons.
collectivities.
This
many
of human
those
seems
much
events
events
to me
in terms
and
beings
as done
ings, but further we
events
porate
as
corporate
reasons
whatever
personal
we
clear:
of certain
physical
can sometimes
we
also
for
reasons
those
by
can sometimes
and
still
if any,
describe
describe
those
for
different
component
have for doing what they do.
Corporate agency resides in the possibility
cor?
from
mem?
bers may
University
ofMinnesota
licensed
of CID
215
redescription
of
as
events
cor?
to be
may still appear
porate
not
I
do
think
it is,
downright mysterious,
although
for human agency as I have suggested, resides in the
possibility of description as well.
further elaboration
is needed, I hope I
Although
have said enough tomake plausible the view that we
tained
be?
PERSON
intentional.
good
eliminatable
describe
human
Structure
have
movements
as done
further
that are qualitatively
reasons,
can
A MORAL
that
That
reasons
agency
Davidsonian
to
of
the
acknowledge
corporations.
agency
I have
is a necessary
sufficient condition of moral personhood.
further argue that position here (I have
elsewhere). On the basis of the foregoing
I think that grounds have been
however,
for holding corporations per se to account
they do, for treating them as metaphysical
qua moral
non
main?
and
I cannot
done so
analysis,
provided
for what
persons
persons.28
Received
28This
to discussions
and comments made by J. L. Mackie,
Donald
Davidson
paper owes much
on "Ethics and Economics"
at the University
earlier version was read at a conference
of Delaware.
that supports the project of which
of the University
of Minnesota
Graduate
School
this is a part.
May
16, 1978
and Howard K. Wettstein.
An
I also acknowledge
the funding