Document Type

Book Chapter

Publication Date


Source Publication

Y. Gendreau (ed) Fictions in the Law/les fictions du droit. Montreal, QC: Les Editions Themis, 2001.


The theme of fictions in law in the context of corporate and securities law raises some intriguing issues, and I am particularly grateful for the opportunity it gives me to rethink some of my previous work on corporate law. At one level, the topic of fictions in law is an obvious one for an Anglo-American corporate lawyer. One of the first principles of Anglo-American corporate law that students learn is that the corporation is best understood as a legal fiction. The principle is otherwise known as the doctrine of the separate legal personality of the corporation. This is the idea that law grants a corporation a legal identity that is separate from its owners or shareholders, on the one hand, and those who make decisions on its behalf — officers and directors — on the other. Thus, the corporation is a fictitious creation of law.


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