Constructing legal personhood: corporate law’s legacy

Evolving Conceptions of Legal Personhood: What might Recent Legal Developments Herald for Non-human Animals in Australia?

“…This article has extracted some lessons for framing animal personhood from the experiences to date of constructing 'synthetic' legal persons. 270 In this respect, a clear purpose for animal personhood would need to be identified. This may be to protect the intrinsic worth of animals as sentient beings.…”

“…187 Michelle Worthington and Peta Spender explain that courts have not taken an expansive approach to corporate legal personhood, 'generally denying claims for extension and conferring rights only to the extent that they are necessary to give effect to corporate personhood'. 188 With this restricted view of legal personhood, any recognition of personhood and fundamental rights for animals would not only fundamentally change the law concerning animals, but would also have a significant impact on the conceptualisation of personhood in Australia as a whole.…”

“…In this respect, Worthington and Spender emphasise the importance of ascribing a legislative purpose to personhood recognition. 191 Without a clear purpose underpinning an extension of personhood, 'courts will be forced to fashion makeshift or "working" purposes, a move which can have profound, unintended consequences for the overall function and influence of synthetic legal persons'. 192 In this respect, guidance may be gleaned from the limited developments in relation to nature rights occurring in Australia.…”

Experiments with the Extension of Legal Personality to Ecosystems and Beyond-Human Organisms: Challenges and Opportunities for Company Law

“…Unlike the Te Urewera and Te Awa Tupua statutes, the Companies Act does not require any object or purpose statement to register a company. Historically, Aotearoa New Zealand, like other common law jurisdictions such as the United Kingdom (UK) and Australia, 55 did mandate that upon registration, the memorandum of association of a company needed to include a statement of the objects or purposes of the company. 56 This requirement, together with the 'ultra vires rule', was designed to protect the company's shareholders and third parties who deal with the company by limiting the possibility that directors might inappropriately manage shareholder and third party funds.…”

“…64 Striking the purpose requirement from legal frameworks for company formation has been interpreted as a strategy to enhance the flexibility of corporations as vehicles for commercial enterprise. 65 However, this change also created uncertainty in relationships between the company and other legal persons, particularly where interests other than those of the company's shareholders are considered. 66 If, upon registration, the company does not state a clear purpose to guide its actions, it may be difficult for company directors, employees, and other stakeholders to connect around a sense of shared mission, allowing profit generation to overtake other potential goals.…”