1 The Cption Ml Person Auth(s): Peter A. French Source: Americn Philosophicl Qurterly, Vol. 16, No. 3 (Jul., 1979), pp Published : University Illinois Press on behlf Nth Americn Philosophicl Publictions Stble URL: Accessed: 23/01/ :24 Your use JSTOR rchive indictes your cceptnce JSTOR's Terms nd Conditions Use, vilble t JSTOR's Terms nd Conditions Use provides, in prt, tht unless you hve obtined pri permission, you my not downlod n entire issue journl multiple copies rticles, nd you my use content in JSTOR rchive only f your personl, non-commercil use. Plee contct publisher regrding ny furr use this wk. Publisher contct infmtion my be obtined t Ech copy ny prt JSTOR trnsmission must contin sme copyright notice tht ppers on screen printed pge such trnsmission. JSTOR is not-f-prit gniztion founded in 1995 build trusted digitl rchives f scholrship. We wk with scholrly community preserve ir wk nd mterils y rely upon, nd build common reserch pltfm tht promotes discovery nd use se resources. F me infmtion bout JSTOR, plee contct University Illinois Press is collbting with JSTOR digitize, preserve nd extend ccess Americn Philosophicl Qurterly.
2 Americn Philosophicl Qurterly Volume 16, Number 3, July 1979 V. THE CORPORATION AS A MORAL PERSON PETER A. FRENCH I one his New Yk Times columns not o IN long go Tom Wicker's ire w roused Gulf Oil Cption dvertisement tht "pointed finger blme" f energy crisis t ll elements our society (nd supposedly wy from oil compny). Wicker ttcked Gulf Oil mj, if not sole, perpetrr tht crisis nd virtully every socil ill, with possible exception venerel disee. It does not mtter wher Wicker w serious srctic in mking his chrges (I suspect he w in dedly ernest). I m interested in sense criptions ml mke responsibility when ir re I subjects cptions. hope pro? vide foundtion y tht llows tretment cptions members ml community, equl stnding with trditionlly cknow? ledged residents: biologicl humn beings, nd hence trets Wicker-type responsibility criptions unexceptionble instnces perfectly proper st without hving prphre m. In sht, cptions cn be full-fledged ml persons nd hve whtever privileges, rights nd duties re, in nml course ffirs, ccded ml persons. II It is imptnt distinguish three quite different notions wht constitutes personhood tht re entngled in our trdition : metphysicl, ml nd legl concepts. The entnglement is clerly evi? dent in Locke's ccount personl identity. He writes tht term "person" is " fensic term, ppropriting ctions nd ir merit ; nd so belongs only intelligent gents, cpble lw, nd hppi? ness, nd misery."1 He goes on sy tht consciousness nd memy persons re cpble extending mselves in pt nd re be? come "concerned nd ccountble."2 Locke is his riclly crect in citing lw primry igin term "person." But he is increct in mintining tht its legl usge somehow entils its metphysicl sense, gency; nd wher not eir sense, but especilly metphysicl, is on interdependent ml sense, ccountbility, is surely controversil. Regrding reltionship between metphysicl nd ml persons re re two distinct schools thought. Accding one, be metphysicl person is be ml one ; understnd wht it is be ccountble one must understnd wht it is be n intelligent rtionl gent nd vice-vers; while ccding, n being gent is necessry but not sufficient condition being ml person. Locke holds interdependence view with which I gree, but he roots both ml nd metphysicl persons in juristic person, which is, I think, wrongheded. The prepondernce current thinking tends some version necessry pre-condition view, but it does hve virtue treting legl person something prt. It is note tht mny contempry ml philosophers nd economists both tke pre-condi? tion view reltionship between met? physicl nd ml person nd lso dopt prticulr view legl personhood cp? tions tht effectully excludes cptions per se from cls ml persons. Such philosophers nd economists chmpion let defensible number possible interprettions juristic personhood cptions, but ir doing so llows m systemticlly sidestep question wher cptions cn meet conditions metphysicl personhood.3 Ill John Rwls is, some extent, guilty ftifying wht I hope show is n indefensible interprettion legl concept nd re encourging n 1 John Locke. An Essy Concerning Humn Understnding (i960), Bk. II, Ch. XXVII. 2 Ibid. 3 F prticulrly flgrnt exmple see: Michel Jensen nd Willim Meckling, "They Firm: Mngeril Behvi, Agency Costs nd Ownership Structure," Journl Finncil Economics, vol. 3 (1976), pp On p. 311 y write, "The privte cption firm is simply one fm legl fiction which serves nexus f.. contrcting reltionships." 207
3 208 AMERICAN PHILOSOPHICAL QUARTERLY nthropocentric bi tht h led generl belief tht cnnot cptions just be ml per? sons. As is well known, Rwls defends his two prin? ciples justice use thought experiment tht ins essentil chrcteristics wht he tkes be pre-ml, though metphysicl popultion nd n "derives" ml guidelines f socil institutions tht y would ccept. The persons ( prties) in "iginl position" re described Rwls being mutully self-interested, rtionl, nd cpcities hving nd similr wnts, needs, interests being, f ll intents nd pur? tht no one m cn poses, equl in power (so dominte s). Their choice principles justice is, Dennett h pointed out,4 rr drmtic rendering one version compelling (though I think unnecessrily complex) philo? sophicl sis tht only out metphysicl persons cn ml ones evolve. But Rwls is remrkbly mbiguous (nd dmit? tedly so) regrding who wht my qulify metphysicl person. He dmits in ctegy, in one sentence, not only biologicl humn beings but "ntions, provinces, business firms, churches, tems, nd so on,"5 n, perhps becuse he does not wnt tckle demonstrtion rtion? lity, etc., those institutions nd gniztions, becuse he is cptive trditionl prejudice in fv biologicl persons, in next sentence he withdrws entry. "There is, perhps, certin logicl priity ce humn individuls : it my be possible nlyze ctions so-clled rtificil persons logicl constructions ctions humn.. persons."6 "Perhps" is, course, rr lrge hedge behind which hide; but it is, I suppose, some significnce tht in A They Justice when he is listing nture prties in "iginl position" he dds "c. socitions (sttes, churches, bodies)."7 He does not, unhppily, discuss this entry on his list nywhere else in book. Rwls h hold, I think, n imptnt intuition : tht some socitions humn beings should be treted metphysicl persons on cpble his ccount becoming ml persons, in nd mselves. He h, however, shrunk from tk expling implictions tht intuition nd h insted retreted comftble bulwrks nthro pocentric bi. IV Mny philosophers, including, I think, Rwls, hve rr uncriticlly relied upon wht y increctly perceive be most defensible juristic tretment collectivities such cp? tions prdigm f tretment cptions in ir ml ies. The concept legl personhood under ny its populr inter? prettions is, I wnt rgue, virtully useless f ml purposes. Following mny writers on jurisprudence, juristic person my be defined ny entity tht is subject right. There re good etymologicl grounds f such n inclusive neutrl definition. The Ltin "person" iginlly referred drmtis persone, nd in Romn lw term w dopted refer nything tht could ct on eir side legl dispute. [It w not until Boethius' definition person: "Person est nture rtionbilis individu substnti ( person is individul subsistence rtionl nture)" tht metphysicl trits were cribed persons.] In effect, in Romn legl trdi? tion persons re cretions, rtifcts, lw itself, i.e., legislture tht encts lw, nd re not considered hve, only hve incidentlly, existence ny kind outside legl sphere. The lw, on Romn interprettion, is system? ticlly ignnt biologicl sttus its subjects. The Romn notion pplied cptions is populrly known Fiction They. Hllis chrcterizes tht y mintining tht " personlity body is pure fiction nd owes its existence cretive ct stte."8 Rwls' view persons could not, how? ever, be motivted dherence Fiction They f two reons. The y does not demnd dichomy between rel nd rtificil persons. All juristic persons, on re y, cretions lw. The y does not view lw recognizing verifying some pre-leglly existing persons; it rgues tht lw cretes its own subjects. Secondly, y, in its pure fm t let, does not regrd ny juristic persons composites. All things which 4 Dniel Dennett, "Conditions Personhood" in The Identities Persons ed. A. O. Rty (Berkeley, 1976), pp John Rwls, "Justice Reciprocity," in John Sturt Mill, Utilitrinism, ed. Smuel Govitz (Indinpolis, 1971), pp Ibid. 7 John Rwls, A They Justice (Cmbridge, 1971), p Frederick Hllis, Cpte Personlity (Oxfd, 1930), p. xlii.
4 THE CORPORATION AS A MORAL PERSON 20?j re legisltively creted subjects re non? rights reducible, if you will, primitive individul legl persons. (It is some note tht Fiction They is enshrined in English lw in regrd bodies no less n uthity thn Sir Edwrd Coke who wrote tht cptions "rest only in intend ment nd considertion lw."9) The Fiction They's mj rivl in Americn nd jurisprudence view tht does seem in? fm Rwls' ccount is wht I shll cll " Legl Aggregte They Cption." It holds tht nmes bodies re only umbrel? l tht cover (but do not shield) certin biologicl persons. The Aggregte They trets biologicl sttus hving legl priity nd exist? ence contrivnce f purposes summry reference. (Generlly, it my be wth mention, Aggregte Theists tend igne employees nd identify cptions with direcrs, executives nd sckholders. The model on which y stke ir clim is no doubt tht primitive prtnership.) I hve shown elsewhere10 tht tret cption n ggregte f ny purposes is fil recog? nize key logicl differences between cptions nd mobs. The Aggregte They, n, despite fct tht it h been quite populr in legisltures, courtrooms, nd on streetcners simply ignes key logicl, socio-economic nd hisricl fcts existence. [It might prove some vlue in clrifying dispute between Fiction nd Aggregte ists mention rr fmous ce in English lw. (The ce is cited Hllis.) It is tht Continentl Tyre nd Rubber Co., Ltd. vs Dimler Co. Ltd. Very sketchily, Continentl Tyre compny w ind in Englnd nd crried on its business re. Its business w selling tires mde in Germny, nd ll its direcrs were Germn subjects in residence in Ger? mny, nd ll but one its shres were held Germn subjects. The ce rose during First Wld Wr, nd it turned on issue wher compny w n English subject virtue its being ind under English lw nd independent its direcrs nd sckholders, nd could hence bring suit in n English court ginst n English subject while stte wr existed. The mjity opinion The Court Appels (5-1) w tht w n cption entity creted sttute nd hence w " different person lger from subscribers memndum shre? holders on register."11 Hllis ptly summrizes judgment court when he writes tht "The Continentl Tyre nd Rubber Co., Ltd., w n English compny with personlity t lw distinct from personlities its members nd could refe sue in English Courts British Sub? ject."12 The House Lds, however, suppting Aggregte They nd no doubt motivted demnds Wr, overturned Court Appels. Ld Buckley wrote "The rtificil legl entity h no independent power motion. It is moved... cpr. He is Germn in fct lthough British in fm."13 This view h seen mny incrntions since on both sides Atlntic. I tke Rwls' burying his intuition in logicl priity humn beings recent echoing wds Ld Prker who in Continentl Tyre ce wrote f mjity in House Lds : "... chrcter in which property is held nd chrcter in which cpcity ct is enjoyed nd cts re done re not in pri mteri. The ltter chrcter is qulity compny itself, nd con? ditions its cpcities nd its cts nd is ttributble only humn.. beings."]14 In Germnic legl trdition resides third mj rivl interprettion juristic per? sonhood. Due primrily dvoccy Ot von Gierke, so-clled Relity They recognizes cptions be pre-legl existing sociologicl persons. Underlying y is view tht lw cnnot crete its subjects, it only determines which societl fcts re in confmity with its requirements. At most, lw endses pre-legl existence persons f its own purposes. Gierke regrds n cption fspring certin socil ctions hving n de fc personlity, which lw only declres be juridicl fct.15 The Relity They's primry virtue is tht it does not igne non-legl roots cption while it, does Fiction They, cknowledges non identity cption nd ggregte its direcrs, sckholders, executives nd 9 io Co. Rep. 253, see Hllis, p. xlii. 10 "Types Collectivities nd Blme," The Personlist, vol. 56 (1975), pp , nd in first Cpte Responsibility (fthcoming). 11 "Continentl Tyre nd Rubber Co., Ltd. vs. Dimler Co., Ltd." ( 1915), K.B., p Hllis, p. xlix. 13 "Continentl Tyre nd Rubber Co., Ltd. vs. Dimler Co., Ltd." (1915), K.B., p (iqi6), 2 A.C., p See in prticulr Ot von Gierke, Die Genossenschtsie (Berlin, 1887). employees. chpter my Foundtions
5 210 AMERICAN PHILOSOPHICAL QUARTERLY The primry difference between Fiction nd Relity Theies, tht one trets per? son de jure nd defc, however, turns out be no rel imptnce in regrd issue ml personhood cption. Admit? tedly Relity They encpsultes view t let superficilly me menble rguing f discrete ml personhood thn does Fiction They just becuse it does cknowledge de fc personhood, but ists on both sides will dmit tht y re providing interprettions only fmul = "juristic person subject rights," nd we long stick no legl hisry, interpret? tion tht fmul need concern itself with met? physicl personhood gency. The de fc personhood Relity They is tht sociologicl entity only, which no clim is need be mde regrding gency etc. rtionlity One could, without contrdiction, hold Relity They nd deny metphysicl ml person? hood cptions. Wht is needed is Relity They tht identifies defc metphysicl person not just sociologicl entity. Underlying ll se interprettions c? pte legl personhood is distinction, embedded in lw itself, tht renders m unhelpful f our purposes. Being subject rights is ten contrted in lw with being n "dministrr rights." Any number entities nd socitions cn nd hve been subjects legl rights. Legisltures hve given rights unbn humn beings, y hve reserved rights f humn beings long fter ir deth, nd in some recent ces y hve in? vested rights in genertions future.16 Of course such subjects rights, though y re legl persons, cnnot dispose ir cnnot rights, dminister m, becuse dminister one must right be n gent, i.e., ble ct in certin wys. It my be n only hisricl ccident tht most ces re legl ces in which " subject right X" nd " dministrr right X" re co-referentil. It is nowhere required lw, under ny three bove ies elsewhere, tht it be so. Yet, it is possession ttributes n dministrr rights nd not those subject rights tht re mong generlly regrded conditions ml personhood. It is fundmentl mistke regrd fct juristic personhood hving settled question ml personhood cption one wy. V Two helpful lessons however, re lerned from n investigtion legl personhood cp? tions: (i) biologicl existence is not essentilly socited with concept person (only fllcious Aggregte They depends upon reduc? tion biologicl referents) nd (2) prdigm f fm n inclusive neutrl definition ml person is provided: " subject right." I shll define ml person referent n7 proper nme description tht cn be non-elimintble subject wht I shll cll (nd presently discuss) responsibility cription second type. The non-elimintble nture subject should be stressed becuse responsibility nd ml re predictes neutrl regrds person nd person sum prediction.17 Though we might sy tht The Ox-Bow mob should be held responsible f deth three men, mob is n exmple wht I hve elsewhere clled n ggregte collectivity with no identity over nd bove tht sum identities its component membership, nd hence use "The Ox-Bow mob" subject such criptions is mke summry reference ech member mob. F tht reon mobs do not qulify metphysicl ml persons. VI There re t let two significntly different types responsibility criptions tht should be dis? tinguished in dinry usge (not counting ludiry recommendtion, "He is responsible ld.") The first-type pins responsibility on someone something, who-dun-it wht-dun-it sense. Austin h pointed out tht it is usully used when n event ction is thought speker be unwrd. (Perhps we re me interested in filures rr thn successes tht punctute our lives.) The second-type responsibility cription, pritic upon first, involves notion ccountbility. "Hving responsibility" is inter? woven with notion "Hving libility nswer," nd hving such libility obligtion seems imply ( Anscombe h noted18) existence some st uthity reltionship eir between people between people nd deity in some weker versions between people nd socil nms. The kernel insight tht I find 16 And, course, in erlier times nimls hve been given legl rights. 17 See Gerld Msey, "Tom, Dick, nd Hrry, nd All The King's Men," Americn Philosophicl Qurterly, vol. 13 ( 1976), pp G. E. M. Anscombe, "Modern Ml Philosophy," Philosophy, vol. 33 (1958), pp
6 THE CORPORATION AS A MORAL PERSON 211 intuitively compelling, is tht f someone legiti? it serts it implies tht subject is ccountble mtely hold someone else responsible f some event speker (in ce t hnd) becuse re must exist hve existed responsibility subject's reltionship speker (who speker reltionship between m such tht in regrd is wht speker is, member "ml event in question ltter w nswerble community," surrogte f tht ggregte). The fmer. In wds, "Xis responsible f y" primry focus responsibility criptions second-type is cription, uttered properly second type is on subject's intentions rr someone Z if X in respect y is w ccountble thn, not though exclusion, occions. Z. Responsibility reltionships re creted in Austin wrote: "In few considering responsibility, multitude wys, e.g., through promises, contrcts, re things considered me imptnt thn compcts, hirings, signments, ppointments, estblish wher mn intended do A, wher enter greeing Rwlsin etc. iginl position, he did A intentionlly."19 To be subject The right hold responsible is ten delegtble responsibility cription second type, be third prties; though in ce ml responsi? prty in responsibility reltionships, hence be no occurs bility delegtion becuse no person is ml person, must subject be t minimum, wht excluded from reltionship: ml responsi? I shll cll Dvidsonin gent.20 If cptions bility reltionships hold reciproclly nd without re ml persons, y will be non-elimintble pri greements mong ll ml persons. No Dvidsonin gents. specil rrngement needs be estblished between VIII prties f nyone hold someone mlly respon? sible f his cts, wht mounts sme thing, F cption be treted Dvidsonin every person is prty responsibility reltion? gent it must be ce tht some things tht hp? ship with ll persons regrds doing pen, some events, re describble in wy tht refrining from doing certin cts: those tht tke mkes certin sentences true, sentences tht sy tht descriptions tht use ml notions. some things cption does were intended Becuse our interest is in criteri ml cption itself. Tht is not ccomplished nd not content we personhood mlity need if ttributing intentions cption is only not pursue this ide furr. Wht I hve mintined shthnd wy ttributing intentions bio? is tht ml responsibility, lthough it is neir logicl persons who comprise e.g. its bd contrctul n optionl, is not cls prt but n direcrs. If tht were turn out be ce n extension on dinry, grden-vriety, responsi? metphysicl if not bility. Wht is needed in logicl grounds re would regrd present sub? be no wy distinguish between nd cptions ject n is n ccount requirements f entry mobs. I shll rgue, however, tht Cption's in ny responsibility reltionship, nd we hve Alterni decision Structure (its CID Structure) is seen lredy tht notion juristic person requisite redescription device tht licenses does not provide sufficient ccount. F exmple, prediction intentionlity. deceed in ce probte cnnot be held Intentionlity, though cusl notion, is n responsible in relevnt wy nyone, even intensionl one nd so it does not mrk out cls though deceed is juristic person, subject ctions events. Attributions intentionlity in rights. regrd ny event re referentilly opque with respect descriptions tht event,, in VII wds, fct tht, one n given description, ction w intentionl does not entil tht on every A responsibility cription second type description ction it w intentionl. A mounts sertion conjunctive proposi? gret del depends upon wht pect n event is tion, first conjunct which identifies sub? being described. We cn crectly sy, e.g., "Hmlet ject's ctions with cuse n event intentionlly kills person hiding in Gertrude's n (usully unwrd one) nd second conjunct room (one Dvidson's exmples), but Hmlet serts tht ction in w intended question does not intentionlly kill Polonius," lthough subject tht event w direct result "Polonius" nd " person hiding in Gertrude's n intentionl ct subject. In ddition wht room" re co-referentil. The event my be properly 19 J. L. Austin, "Three Wys Spilling Ink" in Philosophicl Ppers (Oxfd, 1970), p See f exmple Donld Dvidson, "Agency," in Agent, Action, nd Reon, ed. Binkley, Bronugh, nd Mrr (Ton, 1971).
7 212 AMERICAN PHILOSOPHICAL QUARTERLY described "Hmlet killed Polonius" nd lso "Hmlet intentionlly killed person hiding in Gertrude's room (behind rr)," but not "Hmlet intentionlly killed Polonius," f tht w not Hmlet's intention. (He, in fct, thought he w killing King.) The referentil opcity inten tionlity ttributions, I shll presently rgue, is congenil driving wedge between descriptions certin events individul inten? tionl ctions nd intentionl ctions. Certin events, tht is, ctions, re describble simply bodily movements humn beings nd sometimes those sme events re redescribble in terms ir upshots, bringing bout something, e.g., (from Austin21) feeding penguins throwing m penuts ("" is most common wy we connect different descriptions sme event22), nd sometimes those events cn be redescribed effects some pri cuse; n described done f reons, done in der bring bout something, e.g., feeding penguins penuts in der kill m. Usully wht we single out tht cuse pri is some desire felt need combined with belief tht object desire will be chieved ction undertken. (This, I think, is wht Aristle ment when he mintined tht cting requires desire.) Sying "someone (X) did y intentionlly" is describe n event (y) up? shot X's hving hd reon f doing it which w cuse his doing it. It is obvious tht cption's doing something involves includes humn beings doing things nd tht humn beings who occupy vrious positions in cn cption usully be described hving reons f ir behvi. In virtue those descrip? tions y my be properly held responsible f ir behvi, ceteris pribus. Wht needs be shown is tht re is sense in sying tht cptions nd not just who wk in people m, hve reons f doing wht y do. Typiclly, we will be ld tht it is direcrs, mngers, etc., tht relly nd hve tht lthough y re reons nd desires, etc., ctions reducible without reminder, re lwys reducible humn intentions. IX my not intentions Every h n internl decision struc? cption ture. CID Structures hve two elements interest 21 Austin, p See Joel Feinberg, Doing nd Deserving (Princen, 1970), p. i34f 23 John Kenneth Glbrith, The Age Uncertinty (Bosn, 1971), p be us here: (i) n gniztionl responsibility flow chrt tht delinetes sttions nd levels within power structure nd (2) decision recognition rule(s) (usully embedded in something clled "cption policy"). The CID Structure is personnel gniztion f exercise cption's power with respect its ventures, nd such its primry function is drw experience from vrious levels cp? tion in decision-mking nd rtifiction process. When opertive nd properly ctivted, CID Structure ccomplishes subdintion nd syn? sis intentions nd cts vrious biologicl persons in decision. When viewed in n wy, lredy suggested, CID Struc? ture licenses descriptive trnsfmtion events, seen under n pect cts bio? logicl persons (those who occupy vrious sttions on gniztionl chrt), cts exposing chrcter those events. A functioning CID Structure cts ins bio? logicl persons. F illustrtive we purposes, suppose imgine tht n event E h t let two pects, tht is, cn be described in two non-identicl wys. One those pects is "Executive Z's doing y" nd one is C's "Cption doing 2." The ct nd individul ct my hve different properties; indeed y hve different cusl ncesrs though re y cuslly inseprble. (The cusl insepr? bility se cts I hope show is product CID Structure, X\ doing y is not cuse C's z n doing is C's z doing cuse X\ doing y lthough if X\ doing y cuses event F n C's doing z cuses F nd vice vers.) Although I doubt he is wre metphysicl reding tht cn be given this process, J. K. Glbrith rr netly cptures wht I hve in mind when he writes in his recent populr book on hisry economics: "From  interpersonl exercise power, interction... prti? comes cipnts, personlity cption."23 I tke Glbrith here be quite literlly crect, but it is imptnt spell out how CID Structure wks this "mircle." In in recent philosophy yers we hve grown ccusmed use gmes models f under? stnding institutionl behvi. We ll hve some understnding how rules in gmes mke certin descriptions events possible tht would not be so if those rules were non-existent. The CID Structure
8 THE CORPORATION AS A MORAL PERSON 213 cption is kind constitutive rule ( rules) nlogous gme rules with which we re fmilir. The chrt gniztion cption distinguishes "plyers" nd clrifies ir rnk nd interwoven lines responsibility within cption. An chrt tells gniztionl us, f exmple, tht nyone holding title "Executive Vice President f Finnce Administrtion" stnds in certin reltionship nyone holding title "Direcr Internl Audit" nd nyone holding title "Treurer," etc. In effect it expresses, mps, interdependent nd dependent reltion? ships, line nd stff, tht re involved in deter? mintions decisions nd ctions. The gniztionl chrt provides wht might be clled grmmr decision-mking. Wht I shll cll internl recognition rules provide its logic. By "recognition rule(s)" I men wht Hrt, in n context, clls "conclusive ffirmtive indi? ction"24 tht decision on n ct h been mde perfmed f reons. Recognition rules re two sts. Prtilly embedded in gniz? tionl chrt re : we see tht procedurl recognirs decisions re be reched collectively t certin levels nd tht y re be rtified t higher levels ( t inner circles, if one prefers tht Glbrin model). A decision is recognized intern? lly, however, not only procedure its mking, but policy it instntites. Hence every cretes n cption imge (not be confused with its public imge) generl policy, wht G. C. Buz Chiln Compny h clled "bic belief cption,"25 tht must infm its decisions f m be properly described being those tht cption. "The moment policy is side-stepped violted, it is no longer policy tht compny."26 Peter Drucker h seen imptnce bic policy recognirs in CID Structure (though he trets mtters rr differently from wy I m recommending.) Drucker writes: Becuse cption is n institution it must hve bic policy. F it must subdinte individul m? bitions nd decisions needs cption's welfre nd survivl. Tht mens tht it must hve set principles nd rule conduct which limit nd direct individul ctions nd behvi...27 X f illustrtive we Suppose, purposes, ctivte CID Structure in cption, Wicker's fvite, Gulf Oil Cption. Imgine tht three executives X, Y nd Z hve tk deciding wher not Gulf Oil will join wld urnium crtel. X, Y nd Z hve befe m n Everest ppers tht hve been prepred lower echelon executives. Some ppers will be purely fctul some will be some will repts, contingency plns, be fmultions positions developed vrious some will outline finncil consider? deprtments, tions, some will be legl opinions nd so on. In so fr se will ll hve been processed through Gulf's CID Structure system, personl reons, if ny, individul executives my hve hd when writing ir repts nd recommendtions in specific wy will hve been diluted subdin? tion individul inputs peer group input even befe X, Y nd Z review mtter. X, Y nd Z tke vote. Their tking vote is uthized procedure in Gulf CID Structure, which is sy tht under se circumstnces vote X, Y nd Z cn be redescribed cption's mking decision: tht is, event "XYZ voting" my be redescribed n expose pect wise unre veled, tht is quite different from its pects e.g., from X's in voting ffirmtive. Redescrip tive exposure procedurlly pect n event, however, is not be confused with description n event tht mkes true sentence tht sys tht cption did something inten? tionlly. But CID Structure, lredy sug? gested, lso provides grounds in its type recognir f such n ttribution intentionlity. Simply, when ct is consistent with, n instntition n implement? tion estblished policy, n it is proper describe it hving been done f reons, hving been cused desire coupled with belief nd so, in wds, intentionl. An event my, under one its pects, be described conjunctive ct "X did ( X intentionlly did ) e Y did ( Y intentionlly did ) s Z did ( Zintentionlly did )" (where = voted in ffirmtive on question Gulf 24 H. L. A. Hrt, The Concept Lw (Oxfd, 1961), Ch. VI. 25 G. C. Buz, "Policies?A Guide Wht A Compny Stnds F," Mngement Recd, vol. 24 (1962), p. 5fr. 26 Ibid. 27 Peter Drucker, Concept Cption (New Yk, 1964/1972), pp
9 214 AMERICAN PHILOSOPHICAL QUARTERLY Oil joining crtel). Given Gulf CID Struc? ture, fmulted in this instnce conjunction rules: when occupnts positions A, B nd C on chrt vote gniztionl unnimously do something nd if doing tht something is con? sistent with, n instntition n implementtion generl policy nd ceteris pribus, n cption h decided do it f reons, event is redescribble " Gulf Oil Cption did j f reons/." (where j is "decided join crtel" nd/is ny reon (desire + belief) consistent with bic policy Gulf Oil, e.g., increing prits) simply "Gulf Oil Cption intentionlly did j." This is rr technicl wy sying tht in se circumstnces executives voting is, given its CID Structure, lso cption deciding do something, nd tht regrdless reons personl executives hve f voting y do nd even if ir reons re inconsistent with estblished policy even if one m h no reon t ll f voting he does, cption still h reons f joining crtel ; tht is, joining is consistent with inviolte encrusted generl policies in precedent previous ctions nd its sttements purpose recded in its certi? ficte incption, nnul etc. repts, The cption's only method chieving its desires is ctivtion who gols personnel occupy its vrious positions. However, if X voted ffirm? tively purely f reons personl monetry gin (suppose he hd been bribed do so) tht does not lter fct tht reon f joining crtel w minimize nd hence competition py higher dividends its shreholders. Cp? tions hve reons becuse y hve interests in doing those things tht re likely result in reliz? tion ir estblished gols regrdless trnsient self-interest direcrs, mngers, etc. If re is difference between gols nd desires nd those humn beings it is probbly tht ones re reltively stble nd not very wide rnging, but tht is only becuse cp? tions cn do reltively fewer things thn humn beings, being confined in ction predomintely limited socio-economic The sphere. ttribution intentionlity is opque with respect possible descriptions event in question. It is, course, in interest tht its cption's component membership view pur? poses instrumentl in chievement ir own gols. (Finncil rewrd is most common wy this is chieved.) It will be objected tht cption's policies reflect only current gols its direcrs. But tht is certinly not logiclly necessry n is it in true prctice f most lrge cptions. Usully, course, will iginl incprs hve gnized furr ir individul interests nd/ meet gols which y shred. But even in infncy melding disprte interests nd purposes gives rise long rnge point view tht is distinct from intents nd purposes collec? tion incprs viewed individully. Also, c? pte bic purposes nd men? policies, lredy tioned, tend be reltively stble when compred those individuls nd not couched in kind lnguge tht would be pproprite individul purposes. Furrme, hisries cptions will show, when policies re mended ltered it is usully only peripherl issues tht re involved. Rdicl policy ltertion constitutes new cp? tion, point tht is cptured in incption lws such sttes Delwre. ("Any power which is not enumerted in chrter nd generl lw which cnnot be inferred from se two sources is ultr vires cption.") Obviously under? lying objection is n uneiness bout fct tht intent is dependent upon policy nd purpose tht is but n rtifct socio-psychology group biologicl persons. Cpte intent seems somehow be trnished illegitimte f? spring humn intent. But this objection is n fm nthropocentric bi. By concentrting on possible descriptions events nd cknow? ledging only tht possibility describing some? n thing gent depends upon wher not it cn be properly described hving done something ( description some pect n event) f reon, we void tempttion look f exten sionl criteri tht would necessitte reduction humn referents. The CID Structure licenses redescriptions events nd ttributions intentionlity while it does not obscure privte cts executives, direcrs etc. Although X voted suppt joining crtel becuse he w bribed do so, X did not join crtel, Gulf Oil Cption joined crtel. we Consequently, my sy tht X did something f which he should be held mlly responsible, yet wher not Gulf Oil Cption should be held mlly responsible f joining crtel is question tht turns on issues tht my be unrelted X9s hving ccepted bribe. Of course Gulf Oil Cption cnnot join
10 THE CORPORATION AS A MORAL PERSON 215 crtel unless Z somebody who occupies position A on gniztionl chrt votes in ffirmtive. Wht tht shows, however, is tht re cptions collectivities. Tht should not, however, rule out possibility ir hving metphysicl sttus, being Dvidsonin gents, nd being re full fledged ml persons. This much seems me cler: we cn describe mny events in terms certin movements physicl humn beings nd we lso cn sometimes describe those events done f reons those humn be? ings, but furr we cn sometimes describe those events nd still furr done f c? pte reons tht re qulittively different from whtever personl reons, if ny, mem? component bers my hve f doing wht y do. Cpte gency resides in possibility CID Structure licensed redescription events c? pte intentionl. Tht my still pper be downright mysterious, lthough I do not think it is, f humn gency I hve suggested, resides in possibility description well. Although furr elbtion is needed, I hope I hve sid enough mke plusible view tht we hve reons good cknowledge non elimintble gency cptions. I hve min? tined tht Dvidsonin gency is necessry nd sufficient condition ml personhood. I cnnot furr rgue tht position here (I hve done so elsewhere). On bis fegoing nlysis, however, I think tht grounds hve been provided f holding cptions per se ccount f wht y do, f treting m metphysicl persons qu ml persons.28 University Minnesot Received My 16, This pper owes much discussions nd comments mde J. L. Mckie, Donld Dvidson nd Howrd K. Wettstein. An erlier version w red t conference on "Ethics nd Economics" t University Delwre. I lso University Minnesot Grdute School tht suppts project which this is prt. cknowledge funding