ABSTRACT
Corporations are the legal manifestations of organizations: firms, cities, or non-profits. Even more than ordinary property law, corporate law is about relationships of power between people. Corporate law even more clearly creates a form of sovereignty. Corporations ought to be understood as semi-sovereigns: self-governing institutions to which we have granted a high degree of autonomy from ordinary democratic processes. Corporate law is primarily constitutional law, determining how internal decision-making will be organized and decision-makers appointed. Our corporate law fails to reflect the liberal rights associated with limited government. Indeed, contemporary corporate governance law ignores not only the basic claims of liberal political theory but even the most limited demands of pre-modern political theory. Liberal democracies successfully eliminated the claims of kings that the state ought to be seen as a sort of property owned by its elite. Classical liberal thought sharply distinguishes between private and public, civil society and the state.
