Corporate Personality as a Unity of Order

Trey Noble Tangeman

No mkzga_v1, LawArchive from Center for Open Science

Abstract: American law counts the corporation two ways. RICO treats a corporation and its owner as distinct whenever they differ in legal status (Cedric Kushner). Antitrust treats a parent and its wholly owned subsidiary as one actor, guided by one corporate consciousness (Copperweld). This paper argues that both tests are sound because a corporation is a unity of order in Aquinas's sense: many persons really ordered to one end, a unity that is neither a mere name nor a substance. Legal personality is the law's recognition of that unity. Since "one" is said in many ways, a corporate family can be many in form and one in function, and the dilemma that defendants must be either one enterprise or separate conspirators fails. The paper's new claim is consistency of respect. A party may count itself as one in one respect and many in another, but not both ways in the same respect. A firm that claims one directing mind to defeat conspiracy liability therefore takes on attribution of its parts' decisions to that mind. This is the Digest's rule that benefit follows burden, and it replaces the weaker claim that choosing a corporate form estops a firm. On the same ground, corporate scienter belongs to the ordering principle rather than to knowledge scattered among employees, and deliberately fragmenting knowledge is affected ignorance. Drafted with the assistance of Claude (Anthropic); the author is responsible for the arguments and citations.

Date: 2026-10-30
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Persistent link: https://EconPapers.repec.org/RePEc:osf:lawarc:mkzga_v1

DOI: 10.31228/osf.io/mkzga_v1

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