March 19, 2011
Popular Sovereignty and the Unnatural Separation of Liability and Control
My colleague Wil Huhn has a post up over at the Akron Law Cafe summarizing one of his recent articles wherein he proposes "seven fundamental principles of Constitutional Law [that] are derived from the notion of 'popular sovereignty.'" The post caught my attention because I think popular sovereignty may be a reasonable answer to the question of how we have managed to get so far down the road of separating control from liability in the context of business organizations, in the face of an at least colorable argument that separating control from liability violates some version of natural law. Of course, much has been written on the justifications of limited liability in its various forms--but one could do worse than to simply reply: Because we want it that way.