Rethinking the Nature of the Firm: The Corporation as a Governance Object Peer Zumbansen* “It is important to recognize that most organizations are simply le- gal fictions which serve as a nexus for a set of contracting relation- ships among individuals.”1 I. INTRODUCTION This Article attempts to bridge two discourses—corporate govern- ance and contract governance. Regarding the latter, a group of scholars has recently set out to develop a more comprehensive research agenda to explore the governance dimensions of contractual relations, highlighting the potential of contract theory to develop a more encompassing theory of social and economic transactions.2 While a renewed interest in the contribution of economic theory for a concept of contract governance drives one dimension of this research, another part of this undertaking has been to move contract theory closer to theories of social organiza- * Professor of Law and Canada Research Chair, Osgoode Hall Law School, York University, Toron- to;
[email protected]. Article presented at the Berle III Symposium, Seattle Universi- ty School of Law, January 12–14, 2012, with gratitude for the invitation by Charles O’Kelley and the Berle Center and the opportunity to present these ideas and for intriguing comments from the conference participants. This Article is part of evolving work on a theory of corporate governance in the knowledge socie- ty. First steps include the following: Peer Zumbansen, The Next “Great Transformation”? The Dou- ble Movement in Transnational Corporate Governance and Capital Markets Regulation, in THE SOCIAL EMBEDDEDNESS OF TRANSNATIONAL MARKETS (Christian Joerges & Josef Falke eds., 2011); Peer Zumbansen, The New Embeddedness of the Corporation: Corporate Social Responsibil- ity in the Knowledge Society, in THE EMBEDDED FIRM: CORPORATE GOVERNANCE, LABOUR AND FINANCIAL CAPITALISM 119 (Cynthia A.