GEORGIA LAW REVIEW - StephanKinsella.com

CORPORATIONS AND RIGHTS
In order to elucidate its general rights and obligations, then, we
will treat the corporation as an entrepreneurial unit that reflects
and exercises its owners' rights and obligations. Thus it will have
whatever rights and obligations its owners have to exercise through
it, can exercise through it, and have stipulated in their articles of
incorporation are to be exercised through it. With respect to this last
factor, let us give our corporate model a charter allowing it the
widest possible range of activities-e.g., "to engage in any lawful
~ndertaking"'~~-for this constraint is a contingent matter in any
particular case and hence, as such, is of little theoretical interest.
Let us also take a liberal view of what can be done through the
corporation, for this factor too is of limited interest for moral theory.
(In most cases it will be able to be determined as a matter of fact
whether a given individual right or obligation can be exercised
through the corporate vehicle; hence no normative issue will be at
stake.) What remains, then, is the further specification, in the corporate
context, of the rights and obligations reviewed above and
outlined more fully in Part 111. We need to translate the rights of
the individual, that is, to the corporate milieu. And in particular,
we need to consider the question of corporate regulation as this
'MI For our purposes "lawful" should be read as "moral," of course, for what is lawful is to
be determined by what moral rights and obligations there are.
Let me clarify a point here that may be a source of some confusion. To grant our corporate
model this wide range of activities is not to say that any given corporate owner may exercise
any given right of his through his corporation, provided only that that right can be exercised
through such an institution: a corporate charter enabling the corporation to engage in so wide
a range of activities, that is, is not the same as a charter enabling every individual owner to
exercise his full range of rights through his corporation subject to no internal procedural
restraints. In all but the one-man corporation there are bound to be conflicting interests
among the corporate owners, not all of which will be able to be realized through the corpora-
tion. Ideally, then, the articles of incorporation, to which each owner will (in principle) have
given his individual consent, will contain rules for determining how these conflicts are to
be resolved such that the corporation can then proceed to act as a unit, as a "person,"
exercising the rights of the owners as thus resolved. It is in this sense, then, that our corporate
model will have the full range of rights and obligations that the owners can exercise through
such an institution. (Cf. Dodge v. Ford Motor Co., 24 Mich. 459, 170 N.W. 668 (19191.)
It should be noticed, then, that this third factor that limits corporate rights-the limits
placed in the articles of incorporation-relates not to outsiders but to the internal relation-
ships between the corporate owners; thus it serves to justify rights as between the owners,
not as against the outside world. (Accordingly, it will be treated again in subsection 3 below.)
Notice too how prior consent serves here to legitimate, as between the corporate owners, the
corporate activities that flow from the exercise of corporate procedural rules; unlike with
social contract theory (cf. note 184 supra), consent to these rules in fact is given, at least in
principle, and thus can serve to legitimate (as between the owners) corporate policies as well
as changes in corporate policies (cf. note 188 supra), even though not all of the owners agree
with the specific policies or with the specific changes in those policies.