ABSTRACT
This article reconstructs the theoretical foundations of UK company law through a hybrid framework integrating property theory, agency theory, managerialism, and the political economy of the ownership society. It argues that the corporate form is best understood as a property-structured governance architecture in which the company holds title to assets, directors exercise control as fiduciaries, and shareholders retain residual governance rights. This allocation of proprietary and control rights explains the structure of directors’ duties, the limits of enlightened shareholder value, and the persistence of shareholder primacy. The analysis traces the evolution of the corporation from state-chartered institution to managerial enterprise to financialised investment vehicle, showing how these transformations shaped the modern governance framework. It concludes that meaningful reform requires confronting the corporation’s dual character as both a property-holding institution and a public-impact entity, and re-evaluating the corporate objective accordingly.
Hunt, Gary, Property, Power, and the Corporate Form: A Hybrid Theory of UK Company Law (March 4, 2026).
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