Company Law | An Entity Theory

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Organisations are a social phenomenon outside of company law. Company law finds this phenomenon and provides it with a legal structure. It makes available legal personality and a procedural framework facilitating corporate decision making and corporate acting. Company law evolves with a view to supporting autonomous action through organisations. Eva Micheler advances an entity theory of company law. It builds on the insight that organisations or firms are autonomous actors in their own right. They are more than the sum of contributions of their participants. They also act independently of the views and interests of their participants. This occurs because human beings change their behaviour when they act as members of a group or of an organisations. In a group we tend to develop and conform to a shared standard. When we act in organisations routines and procedures form and a culture emerges. These over time take on a life of their own affecting the behaviour of the participants. Participants can themselves affect organisational behaviour and modify routines, procedures and culture but this takes time and effort.

Spyridon Bazinas
IACPIL, Board Member
Welcome and Introduction

Eva Micheler
London School of Economics
Company Law – An Entity Theory

Walter Doralt
University of Graz
Entity Theory and Legislative Activism:
The Austrian Limited