Sunteți pe pagina 1din 2

A corporation is a marvelous invention but is not quite like contract and not

quite like partnership, the government has got to get involved in quite a deep way.
The way it is put and this is true in the law of every country that I know of,
a corporation is an entity recognized by the government.
Set up according to rules which the government establishes,
it is in some sense a creature of government.
Now you might say, so is contract, and so
is partnership, yes, but not quite the same way.
The reason we started with trust, and then with promise, and
then moved to contract is that.
Although, a contract is something which the government recognizes,
that will enforce.
They'll send the sheriff out and enforce the contract, and
she'll bring you to court and all of that, that's the government.
Nevertheless, what the government is doing is simply working
off of something which individual parties have already done.
The contract is like a promise in the way that a principle source in
American law puts it, a promise which the courts will enforce.
And a partnership is really just a round robin of contracts
between the partners who are agents for each other.
And people outside who also deal with the partnership make contracts with it.
The corporation isn't quite like that, the courts and
the government don't create the people who contract.
They are ordinary people like you and me, they're human beings, but
a corporation, of course, is nothing tangible.
In my illustration, I've shown you a robot of sorts,
so that you can imagine the corporation's agency.
But in reality, it is only an imaginary robot, you go out and
say, where's the corporation, where's Black Box corporation?
I can point you to a building that says Black Box corporation on it, but
that's not the corporation.
The robot is not really the corporation,
it's just property which the corporation owns, where is the corporation?
No matter how perfect your microscope or
how good your binoculars, if you look out, you can't see it, why?
Because it is an imaginary entity created by the government in a way that you and
I are not imaginary entities and we are not created by the government.
You might really say that the government is created by us,
at least that's the way it is in a democracy.
The government recognizes and enforces obligations which you and
I assume to each other through promising, which is then based on trust.
But the corporation, who's that, where's that?
And yet it is a very useful invention.
It is as I say, a way for people to invest their money and
their resources in a common enterprise but limit their risk.
And they limit their risk because the government allows them to.
That wall is created by government effort after all,
partnerships can't limit their risk just by saying so.
Because limiting your risk is limiting what people outside of the partnership can
do and how they can relate to you.
And the partnerships among themselves can't dictate that,
remember the auctioneer?
The auctioneer doesn't care that Xena was acting as my agent.
He did not chose to deal with my arrangement with Xena and
I can't foist this on the auctioneer.
Now, of course, if I write the auctioneer and
I tell him that Xena's my agent and he chooses to deal with her on that basis.
That's another matter, but
then it is not my agent and me foisting something on he auctioneer.
But the auctioneer voluntarily agreed to deal with Xena only as my agent.
But when the investors in the corporation, the shareholders,
set up this entity, it is acknowledged by the state and
given the charter and called the Black Box Corporation.
Then if Black Box Corporation makes a deal with somebody,
employs drivers, purchases goods, whatever.
People know that they are dealing with a corporation, not the investors.
The government is what protects the investors and all they can lose,
as I have said, is their investment, their stake.
The government protects them because it is government that says black
box is an entity which, though you can't see it, touch it, or smell it, feel it...
Has a separate existence as though it were a person and
when people choose to deal with it, they deal with it, with that thing,
and only that, and not the investors.
So here we see the government getting involved
with the workings of contractual arrangements in a quite significant way.
The government after all had to create or set up the mechanisms
by which private parties create corporations in the first place.
They actually create contractual partners by recognizing corporations and
of course when governments do that they can do that on their own terms.
And the governments often, in fact invariably put
all sorts of conditions and limitations on this entity which they create.
They regulate it, the government can regulate
the relation between the corporation and its investors.
Between the people who act on behalf of the corporation and the investors,
the government can sometimes say, "own up,
you can't get away with this!" to the investors.
and allow people who've been hurt by the corporation to pierce
the corporate veil and go after the investors after all, individually.
So people who use the corporation as a way of investing and
limiting their risk have to do it on the government's terms because
the corporation is a creation of the government.
[Credits- Illustrations by Benjamin Maurer Visual Art LLC]

S-ar putea să vă placă și