The Private and Commercial Thematic Research Group were thrilled to have Prof. Susan Watson from University of Auckland over to speak at one of our Staff – Student Seminars. The presentation was based on her recent book ‘The Making of the Modern Company’. She presented to a large crowd of LLM and PhD students as well as staff on the ‘Significant Origins of the Modern Company’ and took those in attendance through a fascinating account of the evolution of the company from its origins to an understanding of the corporation as an ‘entity’ today. The rationale of this account lay in the judgment of Lord Briggs in Sequana(2022), where he stated:

"Put shortly, of the two strands in the reasoning in the Salomon case, namely the company as a separate entity with its own interests and responsibilities and the company as an abstract equivalent of its shareholders, it is the first which has clearly prevailed over time.”

We were taken on a journey from the historical roots of separate legal entities in Canon Law from the time of Pope Innocent IV to Lord Coke’s judgment in the Case of Sutton’s Hospital (1612) 77 Eng Rep 960, where he stated:

"The corporation itself is onely in abstracto and resteth onely in intendment and consideration of the law".

 We heard about incorporation via charters and the evolution of joint stock funds (and double entry bookkeeping) as well as the concept of membership (and the evolution of the corporate fund) within the English East India Trading Company. (For more on this see, here, here and here)  For those in the room, it was a thrilling introduction to the history of the corporate form and has sparked significant conversations subsequent about public purpose, extent of corporate rights and responsibilities and on the future of the corporation. Prof. Watson’s argument speculated on – if what Lord Briggs said above is true - how and when the corporation became an entity rather than the abstract equivalent of its shareholders. The discussion following the paper focussed on the instances where corporations attract rights (as well as responsibilities) with mention of both Northern Irish case Lee v Ashers Baking Co Ltd [2018] UKSC 49 (for County Court see here, and Court of Appeal here) and UK Supreme Court case Burwell v Hobby Lobby Stores Inc (573 U.S. 682 (2014)). These discussions also considered the size of the organisation as well as the circumstances (something which has been an increasing feature of international business and human rights provisions such as for example Principle 15 of the UN Guiding Principles on Business and Human Rights). There was also some discussion on the case of Salomon and whether it has been a calamitous decision or not. And finally, and as these things often do, we turned to the role of politics in shaping the direction of the discourse. There was also some reference to the law and economics movement, about which you can read more here, here and here.

Beyond the staff-student seminar, Prof. Watson also spoke with our students currently studying International Corporate Governance as part of their LLM studies (For more on our LLM offerings see here). Over coffee/tea and biscuits, we talked about the need to be cognisant of our audiences when we present or write on topics of company law and corporate governance. By this, we were referring to how you might structure a report (such as this or this both published by students and staff in the School of Law at QUB) very differently to an academic article, a textbook or indeed a blog. We also spoke on the value of communication and dissemination to different audiences, the benefits of outlets such as LawPod and Student Law Journals and simply practising making your voice heard. Prof. Watson gave the group lots to think about and was so generous in her time in her short stay at QUB. 

We are so grateful to Prof. Richard Collins, Dean of Internationalisation for AHSS, for facilitating this visit via our Global Reputation Funding and for Dr. Alessandro Corda, CDRG co-lead, for supporting. We look forward to developing this relationship with Prof. Watson and University of Auckland in the months and years to come.