Contribution
It moved the question of corporate responsibility off legal personhood and onto agency. It proposed a specific organizational feature, the CID Structure, as what makes some collectivities intentional agents and others, such as mobs, mere aggregates.
Key insight
The same event can be described as several individuals voting and as a corporation deciding. Intentional description is opaque to substitution, so the two descriptions can differ in truth-value. A corporation’s decision structure and policy are what license the corporate description, and when they do, the act is done for the corporation’s reasons, whatever the members’ own reasons were.
Assumptions
- Davidson’s account of intentional action: to do y intentionally is for a reason one had to be the cause of one’s doing it.
- An interdependence view of metaphysical and moral persons, which French shares with Locke while rejecting Locke’s rooting of both in the juristic person.
- That Davidsonian agency is necessary and sufficient for moral personhood. French says he has argued this “elsewhere” and “cannot further argue” it here (p. 215).
- A corporation with a functioning CID Structure and established policy.
Key results
- Against legal theories (pp. 208–210). Fiction, Aggregate and Reality theories of corporate legal personhood do not decide moral personhood. The Aggregate Theory cannot tell a corporation from a mob.
- Two kinds of responsibility ascription (pp. 210–211). The first says who or what did it. The second, parasitic on the first, says the subject is accountable, and asserts both causation and intention.
- The CID Structure (pp. 212–213) has two elements: an organizational or responsibility flow chart of stations and levels, and corporate decision recognition rules, usually embedded in “corporation policy”. When operative it “accomplishes a subordination and synthesis of the intentions and acts of various biological persons into a corporate decision”.
- Procedure versus policy (p. 213). Procedural recognition exposes an event as procedurally corporate only. An act consistent with, or an implementation of, established corporate policy is done for corporate reasons and is corporate intentional.
- Two levels of responsibility (p. 214). The bribed director is responsible for his act; whether the corporation is responsible for joining the cartel is a separate question.
Claims
| id | claim | strength | support |
|---|---|---|---|
| C1 | Corporate legal personhood does not settle moral personhood | moderate | survey of three legal theories; subject versus administrator of rights |
| C2 | A moral person is a non-eliminable subject of second-type (accountability) ascriptions, and so an intentional agent | moderate | conceptual analysis of responsibility ascription |
| C3 | A CID Structure licenses redescribing members’ acts as corporate intentional acts | moderate | argument from opacity and constitutive rules; one stylized example |
| C4 | Corporations with CID Structures are full-fledged moral persons | weak | depends on C3 and on the sufficiency of agency, asserted and not argued here |
| C5 | Corporate and individual acts have different causal ancestors but are causally inseparable | weak | stated in a parenthesis and promised, never developed |
Concepts
- CID Structure — Corporation’s Internal Decision Structure: chart plus recognition rules.
- recognition rules — procedural recognitors (who decides at which level and who ratifies) and policy, which gives “conclusive affirmative indication” (after Hart) that an act was done for corporate reasons.
- aggregate collectivity — one with no identity beyond the sum of its members’ identities, such as a mob.
- second-type responsibility ascription — an ascription of accountability: X caused the event and intended the act.
Connections
It answers the Aggregate Theory, and names Jensen and Meckling’s “nexus for contracting relationships” as a flagrant example of the view it opposes (p. 207, n. 3). It charges Rawls with an “anthropocentric bias”. Pettit’s chapter (LIT-718) answers the same nexus-of-contracts objection with a different mechanism: authorised avowal and correction of inconsistent aggregates.
Bearing on the record
Source of THEORY-131. It sits beside THEORY-139 and THEORY-127. In the record’s reading, French and Pettit both put corporate agency in organizational procedure, but French grounds it in policy that makes a reason corporate, and Pettit and List in the need to correct members’ aggregated judgments. French claims more, moral personhood, and argues less for the step to it.
For the owner’s essay, §7.1 (the unwilling corporation): French’s corporate reasons are fixed by established policy, “regardless of the transient self-interest of directors, managers, etc.” (p. 214). That supplies one reading of what a corporation’s own will is, and also a difficulty. A corporation whose policy is itself what it would disown has no further standpoint in French’s account from which to disown it, and “Radical policy alteration constitutes a new corporation” (p. 214). French does not discuss this. For §5.3, the paper does not offer a causal test of the corporate level; that is what List and Menzies (THEORY-133) supply.
Limitations
The sufficiency of agency for moral personhood is asserted. The one worked example is stylized: a unanimous vote of three officers, ceteris paribus. Informal organizations and corporations with unclear or contested policy are not treated. Corporate intentionality is established by licensed redescription, with no empirical or causal criterion, and the promised account of causal inseparability is not given.
Open questions
What the CID account says when policy and practice diverge, or when policy is contested among members; and whether the redescription it licenses can be given a causal test, for example whether the corporate outcome survives a change of the people in the stations.