Корпоративтік құқықтық тұлға: тарихы мен дамуы

Notion that corporations can have some legal rights, responsibilities and accountability

Corporate personhood or juridical personality is the legal notion that a juridical person such as a corporation, separately from its associated human beings (like owners, managers, or employees), has at least some of the legal rights and responsibilities enjoyed by natural persons. In most countries, a corporation has the same rights as a natural person to hold property, enter into contracts, and to sue or be sued. Granting non human entities personhood is a Western concept applied to corporations.

Ancient Indian society used legal personhood for political, social, and economic purposes. As early as 800 BC, legal personhood was granted to guild like śreṇī that operated in the public interest. The late Roman Republic granted legal personhood to municipalities, public works companies that managed public services, and voluntary associations (collegia) such as the early Catholic Church. The diverse collegia had different rights and responsibilities that were independent of the individual members. Some collegia resembled later medieval guilds and were allowed to advance the needs of a trade as a whole, but collegia were otherwise barred from enriching their members. In the Middle Ages, juridical persons were chartered either as corporations or as foundations in order to facilitate collective perpetual ownership of assets beyond the founders' lifespans, and to avoid their fragmentation and disintegration resulting from personal property inheritance laws. Later on, incorporation was advocated as an efficient and secure mode of economic development: advantages over existing partnership structures included the corporation's continuing existence if a member died; the ability to act without unanimity; and limited liability. The word "corporation" itself derives from the Latin corpus ("body"), and juridical personhood is often assumed in medieval writings; by the Renaissance period, European jurists routinely held that churches and universities chartered by the government could gain property, enter into contracts, sue, and be sued, independent of its members. The government (or the Pope) granted religious organizations "the power of perpetual succession": church property would not revert to the local lord, nor be taxed, upon the death of church members. Some town charters explicitly granted medieval towns the right of self governance. Commercial endeavors were not among the entities incorporated in the medieval era, and even risky trading companies were originally run as common law partnerships rather than corporations; the incorporation of the East India Company monopoly in 1600 broke new ground, and by the end of the century, commercial ventures frequently sought incorporation in Europe and the American continent By the 19th century, the direction of British and American corporate law had diverged; British law of this period (such as the Joint Stock Companies Act 1856) appeared to focus more on corporations that more closely resembled traditional joint ventures, while American law was driven by the need to manage a more diverse corporate landscape.

Under Indian law the corporate, managing bodies, etc. and several other non human entitles have been given the status of the "legal person". In court cases regarding corporate, the shareholders are not responsible for the company's debts but the company itself being a "legal person" is liable to repay those debts or be sued for the non repayment of debts. The non human entities given the "legal person" status by the law "have rights and co relative duties; they can sue and be sued, can possess and transfer property". Since these non human entities are "voiceless" they are legally represented "through guardians and representatives" to claim their legal rights and to fulfill their legal duties and responsibilities. Specific non human entities given the status of "legal person" include "corporate personality, body politic, charitable unions etc. ", as well as trust estates, deity, temples, churches, mosques, hospitals, universities, colleges, banks, railways, municipalities, and gram panchayats (village councils), rivers, all animals and birds.

In a U. S. historical context, the phrase "corporate personhood" refers to the ongoing legal debate over the extent to which rights traditionally associated with natural persons should also be afforded to juridical persons including corporations. A headnote issued by the court reporter in the 1886 Supreme Court case Santa Clara County v. Southern Pacific Railroad Co. claimed to state the sense of the Court regarding the equal protection clause of the Fourteenth Amendment as it applies to corporations, without the Court having actually made a decision or issued a written opinion on that point. This was the first time that the Supreme Court was reported to hold that the Fourteenth Amendment's equal protection clause granted constitutional protections to corporations as well as to natural persons, although numerous other cases, since Dartmouth College v. Woodward in 1819, had recognized that corporations were entitled to some of the protections of the Constitution. In Burwell v. Hobby Lobby Stores, Inc. (2014), the Court found that the Religious Freedom Restoration Act of 1993 exempted Hobby Lobby from aspects of the Patient Protection and Affordable Care Act because those aspects placed a substantial burden on the company's owners' free exercise of sincerely held religious beliefs. U. S. courts have extended certain constitutional protections to corporations under various rationales. An early perspective, variously known as 'contractual', 'associate', or 'aggregate' theory, holds that owners of property have certain constitutional protections, even when the property is held via a corporation rather than directly under the owner's own name. Corporate attorney John Norton Pomeroy argued in the 1880s that "Statutes violating their prohibitions in dealing with corporations must necessarily infringe upon the rights of natural persons. In applying and enforcing these constitutional guaranties, corporations cannot be separated from the natural persons who compose them." Similarly, proponents might argue a juridical person can be a device for exercising shareholders' rights to free speech. Under this perspective, such constitutional rights might also extend to other associations of people, even where the association does not take on the formal legal form of a corporation. A second perspective, known as the 'real entity' or 'natural entity' view, shifts the presumption of corporate regulation against the states. The dominant view from the 1920s to the 1980s, championed by philosopher John Dewey, asserted that such perspectives are often overgeneralizations, and that the decision to grant corporate rights in a given sphere should be governed by the consequences of doing so. The 1980s saw an explosion of economic analyses, with a corporation often viewed as a nexus of contracts and as an economic agent appointed to act on behalf of its shareholders. Some rulings combine multiple perspectives; the majority opinion in Citizens United argued both from an 'association' perspective ("if the antidistortion rationale were to be accepted it would permit Government to ban political speech simply because the speaker is an association that has taken on the corporate form") and from a 'natural entity' perspective ("the worth of speech 'does not depend upon the identity of its source, whether corporation, association, union, or individual). Likewise, corporations and organizations do not have privacy rights under the Privacy Act of 1974, since the statute refers to any "individual," which it defines as "a citizen of the United States or an alien lawfully admitted for permanent residence." Since the Supreme Court's ruling in Citizens United v. Federal Election Commission in 2010, upholding the rights of corporations to make unlimited political expenditures under the First Amendment, there have been several calls for a Constitutional amendment to abolish corporate personhood. The Citizens United majority opinion makes no reference to corporate personhood or the Fourteenth Amendment, but rather argues that political speech rights do not depend on the identity of the speaker, which could be a person or an association of people. Individual shareholders cannot generally sue over the deprivation of a corporation's rights; only the board of directors has the standing to assert a corporation's constitutional rights in court. Seven years after the Dartmouth College opinion, the Supreme Court decided Society for the Propagation of the Gospel in Foreign Parts v. Town of Pawlet (1823), in which an English corporation dedicated to missionary work, with land in the U. S., sought to protect its rights to the land under colonial era grants against an effort by the state of Vermont to revoke the grants. Justice Joseph Story, writing for the court, explicitly extended the same protections to corporate owned property as it would have to property owned by natural persons. Seven years later, Chief Justice Marshall stated: "The great object of an incorporation is to bestow the character and properties of individuality on a collective and changing body of men." In the 1886 case Santa Clara v. Southern Pacific – 118 U. S. 394 (1886), Chief Justice Waite of the Supreme Court orally directed the lawyers that the Fourteenth Amendment equal protection clause guarantees constitutional protections to corporations in addition to natural persons, and the oral argument should focus on other issues in the case. In the Santa Clara case the court reporter, Bancroft Davis, noted in the headnote to the opinion that the Chief Justice, Morrison Waite, began oral argument by stating, "The court does not wish to hear argument on the question whether the provision in the Fourteenth Amendment to the Constitution, which forbids a State to deny to any person within its jurisdiction the equal protection of the laws, applies to these corporations. We are all of the opinion that it does." While the headnote is not part of the Court's opinion and thus not precedent, two years later, in Pembina Consolidated Silver Mining Co. v. Pennsylvania – 125 U. S. 181 (1888), the Court clearly affirmed the doctrine, holding, "Under the designation of 'person' there is no doubt that a private corporation is included [in the Fourteenth Amendment]. Such corporations are merely associations of individuals united for a special purpose and permitted to do business under a particular name and have a succession of members without dissolution." This doctrine has been reaffirmed by the Court many times since. The 14th Amendment does not insulate corporations from all government regulation, any more than it relieves individuals from all regulatory obligations. Thus, for example, in Northwestern Nat Life Ins. Co. v. Riggs (203 U. S. 243 (1906)), the Court accepted that corporations are for legal purposes "persons", but still ruled that the Fourteenth Amendment was not a bar to many state laws which effectively limited a corporation's right to contract business as it pleased. However, this was not because corporations were not protected under the Fourteenth Amendment—rather, the Court's ruling was that the Fourteenth Amendment did not prohibit the type of regulation at issue, whether of a corporation or of sole proprietorship or partnership.