---
aliases:
  - corporate responsibility
date: '2024-11-19'
description: and moral responsibilities of corporation.
id: corporate personhood
lang: en-US
modified: 2026-06-05 15:08:10 GMT-04:00
tags:
  - engineer4a03
  - fruit
title: Of Corporations, Courts, Personhood, and Morality
created: '2024-11-19'
published: '2024-11-19'
pageLayout: default
slug: posts/corporate-personhood
permalink: https://aarnphm.xyz/posts/corporate-personhood.md
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full: https://aarnphm.xyz/llms-full.txt
---
> \[!question\]- Question
>
> Read “Of Corporations, Courts, Personhood, and Morality. Business Ethics
> Quarterly, 25(4), 415-431.” \[@blair2015ofcorporations\]
>
> After reading this paper and in consideration of objective reality, subjective reality and legal fiction,
> do you think corporations should be regarded as separate legal “persons”?
> Do you agree with Prof. Thomas Donaldson’s vision of corporations as “moral” persons?
> Why or why not? How does the concept of corporate “personhood” influence our
> thinking about the social responsibilities of corporations?

Corporate personhood poses philosophical challenges that intersect with practical questions of morality, responsibility and social impact. While corporations have historically been granted legal personhood
to facilitate commerce and establish clear rules of operation \[@blair2015ofcorporations\], this legal fiction deserves examination. This essay argues that corporations should be treated as separate legal “persons” only as a practical legal framework, and opposes \[@Donaldson1984Corporation\]‘s vision of treating corporations as moral agents.

## Against Donaldson’s argument

Legally, corporations are treated as separate entities, allowing them to own property, enter contracts, and be liable for debts independent of their shareholders. \[@blair2015ofcorporations\] highlights that this legal fiction facilitates economic growth by encouraging investment and risk-taking. The objective reality is that corporations are collectives of individuals, and legal personhood is a tool for managing complex economic activities.

The subjective reality is different. Employees, customers and courts experience a corporation as an agent: we say that a company lied or cut corners, not that some of its employees did. Courts have also extended to corporations rights once reserved for people, political speech through independent spending in _Citizens United v. FEC_ (2010) and religious exercise in _Burwell v. Hobby Lobby_ (2014). This is where Donaldson’s case is strongest, and the question is whether the way we experience corporations should become a claim about what they are. Conflating the legal construct with moral personhood is, I will argue, a mistake.

@Donaldson1984Corporation posits that corporations are moral agents capable of ethical reasoning and responsibility. His test has two conditions: the organisation must be able to use moral reasons in its decision-making, and its decision-making process must control not only its actions but also its policies and rules. Many corporations meet both on paper; they have codes of conduct, ethics committees and compliance rules.

[[thoughts/Philosophy and Kant|Kant]]’s account of moral agency shows what the test leaves out. Kantian [[thoughts/ethics|ethics]] require autonomous agents capable of rational decision-making and of acting from duty \[@Kant1785KANGFT\]. A corporation’s decision procedure can process moral reasons, but every reason that enters it is some member’s reason, and there is no corporate will, separate from the people who run the procedure, that could act from duty. When we call the corporation the moral agent, responsibility moves off the people who had the reasons and onto an entity that cannot feel blame and whose punishment falls on shareholders and employees.

When corporations are granted personhood, they shape the socio-political landscape, often without meaningful accountability. @chomsky1999profit argues that corporations, empowered by neo-liberal policies, often operate contrary to the public good, undermining democratic processes and social welfare. This perspective reinforces the view that corporations lack the [[thoughts/moral|moral]] orientation necessary to be considered moral persons.

The profit motive is a weaker objection than it looks. People are also constrained by self-interest and contracts, and we still treat them as moral agents. Nor does corporate law require a company to maximise profit at every turn: the business judgment rule gives directors wide discretion to weigh employees, communities and long-term reputation, although Delaware courts have rejected a board that openly put another purpose above stockholder value (_eBay Domestic Holdings v. Newmark_, 2010). What Donaldson’s vision fails to address is the point about the will. It attempts to impose ethical obligations on corporate behaviour by giving the corporation [[thoughts/Agency|agency]], when the obligations can only be met by the people inside it. \[@blair2015ofcorporations\] reaches a compatible conclusion from the legal side: the courts have treated corporations as persons for some purposes, but the law does not unequivocally support Donaldson’s vision.

## Implications on social responsibility

By treating corporations as persons, we risk anthropomorphising entities that are fundamentally tools of capital accumulation. \[@zuboff2020surveillance\] describes how corporations exploit
personal data for profit, often at the expense of individual privacy and autonomy, with the rise of surveillance capitalism. Similarly, \[@atlasofai\] demonstrates
the deployment of AI to optimise corporate efficiency often lacks moral oversight, exacerbating inequalities and affecting marginalised communities disproportionately.

By recognising that corporations are not moral agents, we shift the onus onto legal frameworks and societal pressures to enforce ethical behaviour. This understanding aligns with the objective reality of corporations as collections of individuals whose actions must be guided by laws and norms rather than assumed moral capacities.

Corporate personhood should be recognised as a limited legal fiction. While legal personhood serves practical functions in commerce and law, extending this to claims of moral personhood obscures the need for external regulation and democratic oversight of corporate power. Instead of expecting corporations to embody moral principles, society should strengthen regulatory frameworks that ensure corporate actions align with the broader public interest, especially in the era of AI and data capitalism. [^analogy]

[^analogy]: data capitalism or surveillance capitalism are used interchangeably in this context, as they both refer to the same concept of using personal data for profit.