Abstract:Le concept d'entreprise n'est habituellement pas considéré comme un concept juridique. Il est pourtant possible d'élaborer une théorie juridique de l'entreprise qui la considère comme un ordre juridique en soi. Même en l'absence de reconnaissance de son existence par les ordres juridiques positifs, l'entreprise fonctionne comme un ordre juridique, et ceci crée des contraintes à une action efficace des ordres juridiques positifs sur les entreprises, et plus généralement sur l'économie. Une telle approche s'avèr… Show more
“…Similar to Robé, several authors distinguish between the enterprise as an economic and/or productive organization and its legal vehicle, namely, the corporation (Teubner 1988;Robé 1999Robé , 2011. For example, Chandler (1977) spoke of a "modern business enterprise" and not a modern corporation, as did Berle and Means (1932).…”
Section: Enterprise Vs Corporationmentioning
confidence: 99%
“…Based on past research (Robé 1999(Robé , 2011, the Notat-Senard Report starts by emphasizing the importance of distinguishing the enterprise [entreprise] from the corporation [société]. In terms of French law, the corporation is formed by shareowners who agree, by contract, to appropriate property for a common venture.…”
Section: Collective Creation As the Driver Of The Modern Enterprisementioning
A recent French reform has revised the legal definition of the corporation. In essence, the law stipulates that the corporation must be run with due regard to the social and environmental impacts of its activity. It also introduces the notion of raison d'être and affords the possibility for any corporation to assign social or environmental purposes to itself, defined in its bylaws. This reform is similar to recent reforms in the UK and the US, but is based on an original and distinctive theoretical argument. The aim of our article is to analyze the fundamental tenets of this reform and their implications for the theory of the corporation. It shows that the new law is based on a new positive definition of the enterprise as not only an economic organization or a productive entity, but more fundamentally a space for innovative collective action. We argue that this view of the enterprise challenges our conceptualization of the corporation in two important ways. First, it shows that the traditional theories overlook the activities of the enterprise and their related impacts, and that the corporation is not necessarily the appropriate legal vehicle for the innovative enterprise. Second, it suggests that the stipulation of the enterprise's purpose or raison d'être in the corporate by-laws can provide new promising legal foundations for corporate responsibility.
“…Similar to Robé, several authors distinguish between the enterprise as an economic and/or productive organization and its legal vehicle, namely, the corporation (Teubner 1988;Robé 1999Robé , 2011. For example, Chandler (1977) spoke of a "modern business enterprise" and not a modern corporation, as did Berle and Means (1932).…”
Section: Enterprise Vs Corporationmentioning
confidence: 99%
“…Based on past research (Robé 1999(Robé , 2011, the Notat-Senard Report starts by emphasizing the importance of distinguishing the enterprise [entreprise] from the corporation [société]. In terms of French law, the corporation is formed by shareowners who agree, by contract, to appropriate property for a common venture.…”
Section: Collective Creation As the Driver Of The Modern Enterprisementioning
A recent French reform has revised the legal definition of the corporation. In essence, the law stipulates that the corporation must be run with due regard to the social and environmental impacts of its activity. It also introduces the notion of raison d'être and affords the possibility for any corporation to assign social or environmental purposes to itself, defined in its bylaws. This reform is similar to recent reforms in the UK and the US, but is based on an original and distinctive theoretical argument. The aim of our article is to analyze the fundamental tenets of this reform and their implications for the theory of the corporation. It shows that the new law is based on a new positive definition of the enterprise as not only an economic organization or a productive entity, but more fundamentally a space for innovative collective action. We argue that this view of the enterprise challenges our conceptualization of the corporation in two important ways. First, it shows that the traditional theories overlook the activities of the enterprise and their related impacts, and that the corporation is not necessarily the appropriate legal vehicle for the innovative enterprise. Second, it suggests that the stipulation of the enterprise's purpose or raison d'être in the corporate by-laws can provide new promising legal foundations for corporate responsibility.
“…In the new scheme, it was important that corporate persons were given licences of incorporations and right to trade, and began to be treated as discrete legal nodes subject to rules, privileges and responsibilities as defined by the law of the state (Robé 2011). Other going concerns, for instance, the family, are inscribed (or delegated) with a degree of sovereignty as discrete nodes that have certain rights and duties with the bound of the law.…”
Section: Sovereignty Of Property Rightsmentioning
confidence: 99%
“…By the last quarter of the nineteenth century, British courts were also beginning to recognise the concept of "corporate personality" (Couzin 2002, 12). Since these mometous decisions, the American legal system and those of the Western world generally, have been founded on what is called 'entity law', a doctrine that treats each corporate entity in an affiliated group as a separate juridical person, even when owned and controlled by other corporations with which in conducts a common business enterprise (Adriano 2015;Blumberg 1993;Lambooy et al 2013;Robé 2011).…”
Section: Corporate Avoidance and Sovereign Splittingmentioning
Corporate tax avoidance is both widespread and diverse in its practical mechanics. The scope of the phenomenon often leads economists to conclude that in the jungle of economic competition, tax planning (or optimisation) is among the necessary tools to ensure the survival of the fittest. This theory is increasingly associated with a Darwinian theory of economic evolution. In this paper, I develop a contrasting framework of the evolutionary political economy of corporate tax avoidance. Analysing core concepts of Old Institutionalist Economics (OIE), I examine the core drivers of corporate tax avoidance in a globalised system of states. The major contrast, I find, is between that of the corporate and legal personality and the institutional environment in which it operates. Historically, each corporate entity has been considered a separate legal person, yet a series of 'mutations' of incorporations laws created a widening gap between theory and reality, and these, in turn, give rise to tax arbitrage. Narrowing this gap, however, impinges on another venerable historical institution, the institution of sovereignty and sovereign inequality.
“…Each partner is additionally personally responsible for a share of any losses the business makes, as well as for a share of the bills for things purchased for the business, like stock or equipment (Incidentally a partner does not have to be an actual person; because a limited company counts as a 'legal person' it can also be a partner in a partnership --a matter I eventually get to below). 18 To appreciate the importance of tax law in firm constitution see e.g., Robé, J.-P., 1999, or Deakin, 2003 I focus on the limited company in due course below. Currently, to set up as a sole trader in the UK, a community as noted has to be registered as such with Her Majesty's Revenue and Customs (HMRC).…”
Section: The Requirement Of An Appropriate Legal Structurementioning
Insights from social ontology are utilised to provide a novel, or at least clarified, conception of the firm. The latter is shown to be a particular form of social entity that is both of an economic and legal nature. The limited company or 'corporation' is shown to be a specific form of firm. A central distinguishing feature of the argument is that positioning matters in social identity constitution and different sorts of phenomena are positioned in different ways. The company/corporation is constituted in a manner that is a hybrid of other forms of positioning. Notions like legal fiction and legal personality that abound in the related literature, often in confused ways, are also clarified. Various consequences are drawn for further analyses at the levels of method, theory and policy.
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