A Reconfiguration of Company and/or Corporate Law Theory

Abstract

Reform of company and/or corporations law to take account of societal concerns is moribund. The problem is that theory, the source of policy, while in extraordinary volume from many perspectives, is narrowly confined by a heritage arising from the early seventeenth century, in particular The Case of Sutton’s Hospital. This article proffers a reading of the case that leads to an understanding of the constraints it applies on theorising. It suggests a way of overcoming those constraints by locating theories against and in relation to each other. This involves considering theories in three dimensions: purpose/law/effect, systemic focus and calculable purpose. All theories are limited in scope in this schema, yet paradoxically theorising is freed from constraint. By way of conclusion, ways in which freer theorising might approach the issue of the social responsibility of companies are indicated.