A Theory of Corporate Agents

With our myopic focus on these limited mechanisms, and our willingness to ignore all of the other aspects of the agent — even the basic metaphysical questions of its existence and extent — we have collectively implied that nothing beyond that one mechanism is relevant to its agency.

On my account, a corporate agent is (1) a collective that is (2) unified by a structure that

(3) embodies a rational point of view. The corporate agent is not defined exclusively by its intentionality or its agency, or by any single mechanism or decision procedure. Rather, it is defined by the deep social structure which unifies the membership, transforming a disparate mass of agents into a coherent social whole; it is this whole that is then capable of bearing the sophisticated capacities of intentionality, rationality, normative competence, and action (among others) that are typically claimed for a corporate agent. I will briefly outline my account, then close by noting some of the ways it differs from FLiP’s.

Again, on my account corporate agents are collectives unified by a “structure” that embodies a “rational point of view” (RPV). As developed by Carol Rovane (1997), an RPV is a logic­ally integrated set of beliefs and desires that forms the basis for rational action. It is “a point of view from which [practical] deliberation proceeds” — deliberation which is, among other things, “necessarily directed toward the goal of achieving overall rational unity” within the set (23) — and it sets the standard against which that agent’s actions can be judged as instrumentally rational.

(To the contrary, the RPVs of most human and corporate agents will include a number of commitments that arose by nonrational or even irrational means; these commitments are the primary targets of the imperative to rationalize.)

As discussed at length by FLiP and other scholars, organized collectives are capable of gener­ating commitments about fact and value — about how the world is and what matters in it — that diverge from those of the members that generate them. While there will be inconsistencies among these commitments (as there are for any agent), there is an enormous amount of pressure to rationalize them so that the corporate agent is not pursuing contradictory goals or acting on the basis of contradictory commitments about “how the world is.” To the extent that these cor­porate commitments have been integrated into a logically coherent set, providing a basis from which practical deliberation can proceed and against which corporate actions can be judged instrumentally rational or irrational, they form a corporate RPV.

While FLiP’s accounts effectively involve an RPV (though not labeled as such), if we adopt their accounts then the (recognized) content of that RPV will be limited to the commitments that are “properly” generated, via either “epistemically transparent” processes or voting. On my account, the RPV will include any corporate commitment that meets the criteria for a belief, desire, or intention, however generated; I have argued elsewhere (Hess 2014b) that corporate commitments generated by a variety of non-transparent, non-voting mechanisms qualify as beliefs, desires, and intentions on standard philosophical accounts.

This RPV is embodied in the “structure” of the corporate agent — in a network of social relationships internal to the corporate agent, which imposes certain constraints on the actions of the members.¹⁰ The structure establishes templates of interaction that favor certain forms of action and coordination, and it encourages the adoption of these templates by making certain kinds of things available to the members — concepts, resources, social relationships, and power. The elements of the structure include the kinds of formalized procedures described by L&P and the “widely recognized” incentive schemes and demands of French’s CID Structure (albeit only as these are socially enforced), but the structure also includes the tacit incentive schemes bound up in culture and peer expectation, the tacit demands embodied in office politics and unpublished actual practices, and (often) familiar biases and prejudices that will privilege the contributions of some members over those of others. Some of these structuring elements may have been intentionally designed, and some may be described or recorded in written documents, but this kind of transparency or “official” status is irrelevant to their causal efficacy and thus to their standing (on my account). The structure is pervasive, likely to inflect every interaction among members regardless of whether or how those interactions relate to official business.

Three points about these corporate structures: First, they differ significantly from French’s CID Structure in being distinctively social. According to French, a CID Structure would not be “appreciably altered” by the loss of all of the human members (1995: 35), but the structure that defines my corporate agents is generated by the social interactions of the members and would be completely destroyed by their loss. The content of the RPV could in theory be transferred or “re-embodied” in a different social structure, and it would remain an RPV (and the same RPV) to the extent that it guided the actions of the new agent defined by that social structure. It is not clear that it would be the same agent, however, and even less clear that it would remain the same agent in the absence of the idiosyncratic member contributions that form an integral part of corporate function on my account. This brings us into direct contact with mind-body dilemmas familiar from philosophy of mind and I will not pursue the matter further.

Second, these structures are immensely complex, extending well beyond “recognized practices” and voting procedures. Comprising both recognized and unrecognized policies and practices, explicit and tacit expectations, always multiply (though not indefinitely) interpretable, the corporate structure at a time is the culmination of the actions and decisions of dozens (or hundreds, or thousands, or hundreds of thousands) of people over the entire length of the cor­porate agent’s existence.

Third and most importantly, these structures evolve over time. Most elements can be stra­tegically, officially amended in the ways envisioned by FLiP, etc. (though some elements can be remarkably resistant to amendment in ways these formalist accounts have difficulty cap­turing¹¹).

So on this approach a corporate agent is a collective unified by a social structure that embodies an RPV. The social structure includes elements that enable the agent to generate commitments that diverge from those of its members, and elements that allow it to act effectively on the basis of those (divergent) commitments, but the structure is not limited to even that multiplicity of elements. Like the physical body and socially shaped personality that unifies the human agent and her agency, the corporate collective and structure are likely to incorporate elements that actively undermine its capacities for intentional rational action — templates of action, concepts, practices, alliances, and biases that gum up the works, generating irrational outcomes and akratic behavior (pace French, who argues that corporations cannot act akratically; 1995: 46—48). However irrational or unintended these elements may be, they are nonetheless part of the agent and shape its intentionality and agency; any account that fails to address these elements risks idealizing corporate agency to the point of irrelevance.

In contrast to FLiP’s accounts, the agent here — the subvenient base — is defined by refer­ence to the social structure, and the RPV that it embodies, rather than by reference to any one means of contributing to it; as such, it is necessarily adequate to both the intentionality and the action of the agent. Moreover, this account addresses three of the four “metaphysical loose ends” that FLiP’s accounts leave open. First, this account does not, in itself, answer the question of whether artifacts are part of the corporate agent. Haslanger explicitly includes objects and artifacts in the account of social structures that I have relied on here (128), which suggests that they would be, and I refer the interested reader to her work to see what this would look like for corporate agents. Here, as elsewhere, I leave this question for a later date. Second, the corporate agent generally will include the apparent membership, though this will be a matter of social interaction rather than title, contract, or legal status. It will certainly include support and custodial staff, as well as employees at every level. Third, the corporate agent generally will not include external contributors such as consultants and outside counsel. Such players can become embedded in the social structure, if they work in-house for long enough (these relationships can last for years), but this will again be a matter of social engagement with the other members rather than contract or influence. Outside players are often quite powerful, and can exercise significant influence over the commitments embodied in the RPV, but they do so from outside in much the same way that an advisor, mentor, or friend can exercise signifi­cant influence over the RPV of a human agent “from the outside” (see Hess 2014a, 2018d for further discussion).

Fourth and finally, of course, this account addresses the question of what unifies all those pieces — whether the “pieces” are all agents, or whether those pieces include artifacts — into a single entity robust enough to bear sophisticated capacities like intentionality, rationality, and action. Defining the corporate agent by reference to the social structure gives us a base that is far more deeply integrated and enduring than anything in FLiP’s accounts. The breadth and pervasiveness of this structure enables a much deeper and more robust integration of the members, and hence of the social entity, than is available on FLiP’s accounts. Participating in this kind of structure is not just a matter of engaging in discourse, casting the occasional vote, or fulfilling a job description. Participation in social structures is immersive, and as Haslanger notes in reference to other situations: once internalized, the constraints of a social structure affect not only the member’s beliefs and desires but also her perception, attention, cogni­tive associations, and other sub-personal processes. Sustained participation in these kinds of structures creates lasting changes in the members (Haslanger 127).¹3 It is this deep, pervasive integration of the members into the structure that establishes the powerful cohesion of the corporate agent. In fact, so defined, the corporate agent arguably qualifies as a material object on traditional accounts (see Hess 2018c); it is this robust ontological status that answers the critics’ concerns about “ghostliness.” Recognizing the agent as a material object (and drawing on the resources of the related metaphysical literatures) has the added benefit of providing an outer limit to the subvenient base: support staff who are embedded in the social structure are members, e.g., while outside consultants are not, however essential and effective their influ­ence may be.

I’d like to emphasize again that this approach does not invalidate or undermine FLiP’s accounts, as far as they go, or the literature that has grown from them. FLiP and the scholars working with their accounts have picked out real things about corporate agency — ears, tails, and tusks — and any account of the whole that could not incorporate their insights would be deeply problematic. So this account does not exclude their accounts; it encompasses them. The corporate RPV described here would include all the commitments they recognize (and, for that matter, Michael Bratman’s shared intentions, Margaret Gilbert’s joint obligations, and Seumas Miller’s collective ends), and the practices encouraged by the structure would include the acknowledged practices of French’s CID Structures, the voting practices from L&P, and the mechanisms underlying the collectivists’ accounts. It simply extends beyond them to include entirely tacit mechanisms (like the cultural biases that can give a distinctive cast to corporate actions), and provides a base within which we can begin the work of incorporating all of these varied mechanisms. This approach allows us to see that the whole of corporate agency — and of the corporate agent — is far more complex, autonomous, and deeply anchored in its base than suggested by earlier accounts, and it allows us to incorporate all of those details into our analyses and prescriptions.

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