Allan Hutchinson, “Salomon Redux: The Moralities of Business” (2012) 35 Seattle University Law Review 1109 – 1133.
For all but the corporate lawyer, Salomon is more helpfully understood as a decision that is less about the legal status of a corporate entity and more about the morality of business practices, including but not limited to, incorporation. In its commercial and social context, the case has little to say about incorporation and its legal consequences; the issue was more merely a pretext for the litigation than anything else. Rather, the case speaks more to the underlying issue of what counts as fair business dealing between people. The fact that the judicial inquiry into the Salomon business centered on the legal dimensions of incorporation does not detract from the essentially ethical basis of the decision about whether Aron Salomon acted with appropriate decency to people with whom he did business, especially his creditors. When understood in this way, Salomon opens up a very different range of topics for discussion. Rather than being reducible to a series of dry legal questions about the early history of modern incorporation, the case obliges us, as contemporary commentators, to confront the most basic of moral dilemmas: how do we handle keeping our moral obligations to others when doing so will result in catastrophic consequences for ourselves?
In this Essay, we revisit the Salomon case and its related litigation not only from a legal standpoint but also from a broader moral perspective.
For the full article, click A Hutchinson: Salomon Redux.