Benenson on Gordon, “The Contingent Corporation”

On Friday, March 23, Professor Gwendolyn Gordon, Assistant Professor of Legal Studies & Business Ethics at the University of Pennsylvania’s Wharton School of Business visited the Sawyer Seminar on Corporations and International Law to discuss her 2016 article, Culture in Corporate Law or: A Black Corporation, a Christian Corporation, and a Maori Corporation Walk into a Bar. She also addressed a piece she is currently working on, The Contingent Corporation: Network and the Nature of the Firm.

Professor Gordon opened her remarks by defining how she views her work developing an anthropological theory of the firm; explaining that the task is not to determine the most efficacious way to arrange an organization, but rather to find and develop a structure that will best suit the firm’s ethical and legal responsibilities. By way of demonstration, Professor Gordon highlighted her works’ discussion of Wakatu, a Maori corporation she worked with and researched for nearly two years.

Reflecting on her work with Wakatu, Professor Gordon explained the rationale behind Wakatu’s corporate structure and the degree to which it is emblematic of Maori culture more broadly. In particular, she explained Wakatu’s very long-term strategic planning as a representation of the Maori understanding of time: for Maori people, Professor Gordon said, “We have bones in our body and flesh on our bones that are not descended form ancestors but that are our ancestors; that’s how they still exist.” Therefore, she explained, planning for the very long term, centuries into the future, is so necessary for Wakatu because their ancestors live in them, and they will live in their descendants. Ensuring that future generations will have their own land to care for is thus a very present concern – one that is reflected in Wakatu’s corporate structure.

She also discussed that part of the key to understanding the history of Wakatu is to understand the history of the Maori people. In particular, they told her that their culture has always encouraged business development and trading, and that aspect of their culture informed their interaction with British colonists. They successfully negotiated with the British to protect Maori land and they therefore take seriously their roles as stewards thereof; they see the corporation as a tool pursuant to that purpose, not as an intrinsic part of their interests.

Throughout the discussion with audience members, Professor Gordon made clear the ways in which Maori culture and its history in New Zealand is unique, and that neither she nor the Maori people she worked with during her research on Wakatu wanted their corporation to be viewed as a model for the West. Rather, she sees her work as an example of the different ways in which firms can be structured and understood.

As the focus of her talk shifted to her Culture in Corporate Law article and its broader assessment of corporate legal theory, Professor Gordon lamented that the Supreme Court’s recent decisions in Citizens United and Hobby Lobby demonstrate that while culture has seeped into modern corporate law, the Court has failed to articulate any meaningful limit on considering culture in assessing corporate law.

Professor Gordon concluded by explaining that she believes that her anthropological and ethnographic methods are best understood as interesting from a scholarly perspective but that it may not be translatable into all areas of corporate law. However, she said that what we are seeing is a development of ideas of the corporation that buttress the ability to make decisions based on social value.

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