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"Microsoft isn't a person, it's a company!""Microsoft isn't a person, it's a company!"Posted Jul 21, 2006 22:05 UTC (Fri) by giraffedata (subscriber, #1954)In reply to: "Microsoft isn't a person, it's a company!" by kmw Parent article: Free Software Sets the Computing Agenda As a corporation lawyer, I have to take this opportunity to tighten up some of the terminology. A company is a group of people working together. Often, what they're working on is a business, and they're employees of someone. A corporation is a legal construct that helps us write and enforce laws that involve large groups of people. The kind of corporation most people think of when they hear the term is a business corporation, in which case the large group of people are investors in a business. (Other kinds of corporations include charities and governments). In the case of a business such as Microsoft, "company" refers to the employees, not the investors. A company is not a legal entity. You can't sue one or make a contract with one. It isn't property; you can't legally buy or sell a company. (When we loosely refer to buying a company, we either mean buying the assets of the company or buying the corporation that operates the company). The way a corporation works is that the law treats it in many ways like a person, separate from the persons who are actually members of it. That way, millions of words of laws that have been developed to apply to a single businessman can be instantly adapted to apply to a group of a thousand investors as well. This, I believe, leads non-lawyers to think of the corporation as an actual person separate from the investors -- one who has emotions and personality, conscience and survival instinct. That's a mistake. Fining the Microsoft corporation means fining Microsoft shareholders; that's all. Each shareholder becomes poorer, and it's to recoup riches that reached that shareholder illicitly and to punish him for hiring directors and giving them money with which to do evil.
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Thanks Posted Jul 24, 2006 2:24 UTC (Mon) by xoddam (subscriber, #2322) [Link] This clarification is much appreciated. I was aware of non-corporateuses of the term 'company', but not of its definition. > (When we loosely refer to buying a company, we either mean buying the > assets of the company or buying the corporation that operates the > company) If the company is simply the group of people who work together, wouldn't it be clearer to say that we mean either to buy the assets the company works with or to buy the corporation which *employs* the company? Or is 'operating' a group of people legitimate (and more general) legalese?
Thanks Posted Jul 24, 2006 3:31 UTC (Mon) by giraffedata (subscriber, #1954) [Link] I oversimplified the definition of company a little. It isn't exactly the collection of people -- it's the enterprise they're engaging in. The group of workers is the essence of it, but a (business) company is definitely said to have assets -- the things the employer owns that the workers use to do their thing. But the important thing is that there is no crisp legal definition of company because it isn't a legal entity -- not like for example a partnership. That's why lawyers get so much money for closing deals to sell a company -- it takes a lot of work to figure out just what is getting sold. And many are the small claims complaints I've seen get rejected because the defendant is named as "Joe's Garage." You can't sue somebody's garage. You have to sue Joe. It seems to me that the word "business" is replacing "company" in legal discussions, and it may be because people are not as fundamental to a business as they once were. I'll throw in one more tidbit: A company often has a name, one that is registered with the government, and that still doesn't make it a legal entity. Such a name is known in law as a "fictitious business name," and is nothing more than an alias for the person (or equivalent) who operates the company. On legal papers, it would say, "Acme Wastewater Treatment Inc. doing business as Woodland Spring Mineral Waters."
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