The Death of the Firm
Article The Death of the Firm June Carbone† & Nancy Levit†† INTRODUCTION A corporation is simply a form of organization used by human beings to achieve desired ends. An established body of law specifies the rights and obligations of the people (including shareholders, officers, and employees) who are associated with a corporation in one way or another. When rights, whether constitutional or statutory, are ex- tended to corporations, the purpose is to protect the rights of these people.1 In the Supreme Court’s decision in Burwell v. Hobby Lob- by—and more generally in corporate and employment law—the firm as entity is disappearing as a unit of legal analysis. We use the term “firm” in this Article in the sense that Ronald Coase did to describe a form of business organization that or- ders the production of goods and services through use of a sys- tem internal to the enterprise rather than through the use of independent contractors.2 The idea of an “entity” in this sense † Robina Chair in Law, Science and Technology, University of Minneso- ta Law School. †† Curators’ and Edward D. Ellison Professor of Law, University of Mis- souri – Kansas City School of Law. We thank William K. Black, Margaret F. Brinig, Naomi Cahn, Paul Callister, Mary Ann Case, Lynne Dallas, Robert Downs, Max Eichner, Martha Fineman, Barb Glesner Fines, Claire Hill, Brett McDonnell, Amy Monahan, Charles O’Kelley, Hari Osofsky, Irma Russell, Dan Schwarcz, Lynn Stout, and Erik P.M. Vermeulen for their helpful comments on drafts of this Article and Tracy Shoberg and Shiveta Vaid for their research support.
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