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Seattle Journal for Social Justice

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Corporate law is commonly viewed as merely an aspect of property, contract, or agency law. The corporation, in turn, is variously described as a thing to be owned, a moment in the market consisting of continuously renegotiated arms-length contracts between equals, an agency relationship characterized by the one-sided fiduciary duty of agent to principal, a formal device for distributing risk among investors, or even an individual in its own right. These metaphors contradict each other in many respects. However, each portrays corporations as private, individualized, egalitarian, and market-like, while hiding their organizational, institutional, political, and power distributing aspects. The metaphors drive current interpretations of the law but remain in strong conflict with it, in part because corporate law historically stemmed from explicitly political conceptions. Although corporations are powerful governance and economic institutions, our corporate law metaphors have taught us to ignore the group and institutional characteristics of corporations and to treat them as powerless and passive players in the markets.