Ownership, Limited: Reconciling Traditional and Progressive Corporate Law via an Aristotelian Understanding of Ownership

I. INTRODUCTION

What exactly is a business corporation? For whose benefit is (or ought) it be managed? Although scholars have debated these questions for decades, the answers to them have grown increasingly important.1 For today, few organizations in the world have as much power to do good,

or harm, to individuals, communities, and society as a whole than does the business corporation.2 Yet, unfortunately, fundamental questions concerning the corporation remain a matter of sharp disagreement. This Article proposes an understanding of the corporation that builds a bridge between two sides of the debate, enabling a compromise solution to the question of "for whose benefit the corporation ought to be managed?" At the heart of this proposal, and what enables this Article to accomplish what I claim it can accomplish, is the application of an Aristotelian conceptualization of ownership to corporate shareholders.

Scholars have divided, roughly, into three camps over the question of what a corporation is, and this division has informed (again, roughly) opinions on for whose benefit the corporation is or should be managed. Traditionally, the corporate shareholder has been characterized as an owner of the corporation whose shares he or she (or it) possesses.3 More recently, "progressive" corporate law scholars have re-cast the shareholder as merely one of many "stakeholders" in the corporate enterprise.4 Still others-"contractarians"-object to the "reification" of the corporation, and assert that a corporation is not a thing capable of being owned, but rather merely a "nexus of [metaphorical] contracts."5