ABSTRACT
The separate legal personality of the company is at the very heart of modern company law.1 If a venture fails, it is this device that enables entrepreneurs and investors to enjoy limited liability; if the business succeeds, it permits a company to outlive its first leaders and develop in ways the founders could hardly have imagined.2 It is, therefore, perhaps surprising that economic and legal theorists should have questioned the concept that a company has a genuine independent existence, distinct from that of its members, directors, employees or lenders.3 Yet the notion of the company as a real entity has long been a matter of academic dispute.
