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Corporate law, complexity and cartography

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 1

Corporate law, complexity and cartography

Stephen Bottomley
[Published (2020) 35(2) Australian Journal of Corporate Law 142]

The relationship between corporate law and corporate practice is complex.

So too is the relationship between the different types of corporate law
rules — from primary and delegated legislation, through listing rules and
ASIC orders to corporate constitutions. Corporate lawyers tend to respond
to this complexity and diversity by implicit understanding than by
conceptual framework. This article offers one way of conceptualising the
complexity of corporate law rules and their relationship to corporate
practice. Drawing on Boaventura de Sousa Santos’ influential 1987 article
‘Law: A Map of Misreading. Toward a Postmodern Conception of Law’, the
article looks to cartography as an unexpected source of ideas to assist in
understanding the shape of modern corporate law rules.

I Introduction

This article looks at the relationship between the corporate law rules and the world of
corporate practice. This is not a straightforward relationship: both rules and practice are
complex and constantly changing. The relationship between them is based on an often
unclear mix of historical assumptions and contemporary imperatives, informed by an
incompletely articulated set of economic, social, political and moral concerns. The aim of the
article is to offer one way (without suggesting it is the only way) of conceptualising this
relationship. The article takes its inspiration from concepts and ideas in the field of
cartography but, as is explained in more detail later, this is a thought-exercise; the article does
not posit any necessary connection between cartography and corporate law.
Two introductory points are important. First, while the argument presented here takes
Australian law and corporate practice as its reference point, there is sufficient similarity with
corporate law systems in countries such as the United Kingdom, Canada and the United
States to give the argument a wider application. Secondly, the article uses the term ‘corporate
law rules’ (or, occasionally, ‘corporate law texts’) in a broad sense; the term includes
corporate law statutes but, as will become apparent, it also covers other non-legislative rules
written in legislative style. The article is not concerned, however, with court-made doctrines
or principles, except insofar as they involve the interpretation of those rules.
The article proceeds as follows. Part II looks at attempts to describe and explain the
complexity of corporate law rules, in particular the idea that those rules are a reflection of
complex corporate practices. Part III briefly outlines the different ways in which lawyers and
scholars have brought cartographic concepts into legal thinking, and defines the conceptual
scope of the argument in this article. In Part IV I describe some important features of maps
and the challenges that confront cartographers. Part V then acknowledges and explains the


Professor of Commercial Law, ANU College of Law, Australian National University (https://orcid.org/0000-
0003-2727-7168). The original version of this article was presented at the Corporate Law Teachers Association
Annual Conference, February 2012. My thanks to Simon Rice for challenging me on a later version.
 2

ways in maps differ from corporate law rules. Acknowledging those differences, Part VI then
draws on Part IV to examine ways in which the nature of corporate law rules can be
illuminated from a cartographical perspective. The conclusion in Part VII points to some
implications for corporate law reform.

II The complexity of corporate law rules

It is stating the obvious to observe that the legal terrain in which corporations operate is
complex and diverse. The description of the Australian corporations legislation offered by Sir
Anthony Mason in 1992, when he was Chief Justice of the High Court of Australia, is still
appropriate today:

The vast magnitude of our corporations legislation is a wonder to behold. Its Byzantine complexity is a
testimony to the subtlety of mind of those who brought it into existence. 1

Twenty-five years later, in 2017, the Federal Court of Australia offered a more blunt
assessment:

The refrain … that legislation in the form of the over 2,500 page long Corporations Act, replete with
massive and over complex verbiage, is ‘user friendly’ is patent nonsense. Professionals and judges
must navigate tortuous, mind-numbingly detailed, cascading provisions to ascertain the meaning that
the Parliament, supposedly, had in mind when enacting these telephone books, at huge cost to the
community.2
Technicality and elaborate detail are only partly to blame for these critical assessments. There
are also problems of conceptual and drafting inconsistency. As Cally Jordan has summarised
it, the Corporations Act 2001 (Cth) is:
[c]omplex, ungainly, badly drafted, internally inconsistent and conceptually troubled; it is a mishmash
of old law, ad hoc amendments, provisions pulled willy-nilly from different legal systems, statements
which are not law at all, ideological posturing, and drafting styles that swing wildly from the colloquial
to the technical.3
These observations about corporate law’s complexity fit neatly into the four criteria proposed
by Peter Schuck in his analysis of legal complexity more generally. Schuck argues that a
legal system can be described as complex to the extent that it exhibits four features: density,
technicality, differentiation, and indeterminacy or uncertainty.4 Australian corporate law ticks
each of these criteria. First, corporate law is ‘dense’ in that its rules are ‘numerous and
encompassing’, and they ‘seek to control a broad range of conduct’ that can lead to conflicts
between rules and ‘their animating policies’.5 Secondly, the rules are ‘technical’: they
‘require special sophistication or expertise on the part of those who wish to understand and
apply them’.6 Thirdly, corporate law rules span the public/private divide; they are
‘institutionally differentiated’,7 being located in primary and subordinate legislation, in

1
Sir Anthony Mason, ‘Corporate Law: The Challenge of Complexity’ (1992) 2(1) Australian Journal of
Corporate Law 1, 1.
2
Oreb v Australian Securities and Investments Commission [No 2] (2017) 247 FCR 323, 337 [54].
3
Cally Jordan, ‘Unlovely and Unloved: Corporate Law Reform’s Progeny’ (2009) 33(2) Melbourne University
Law Review 626, 627.
4
Peter H Schuck, ‘Legal Complexity: Some Causes, Consequences, and Cures’ (1992) 42(1) Duke Law Journal
1, 3.
5
Ibid.
6
Ibid 4.
7
Ibid.
 3

securities exchange listing rules, in accounting and audit standards, in corporate constitutions
and in other forms of industry-generated self-regulation. Finally, the rules demonstrate a high
degree of ‘indeterminacy’;8 while there are many detailed specific procedural requirements,
core parts of the corporate law landscape are framed as broad or open-textured standards (eg,
the requirement that a director must act ‘in good faith in the best interests of the company’).9
Corporate law academics and regulatory scholars have offered various reasons for this
complexity and diversity.10 A common, and obvious, explanation is that the shape and
content of corporate law rules is a consequence or a reflection of the constantly shifting
complexity of the corporate world.11 As corporations develop new ways of doing business, as
financial engineers create more intricate (and opaque) forms of investment, and as financial
markets adapt to these changes, so too the law must respond with new rules and new rule-
forms.
This ‘law reflects reality’ explanation has some intuitive appeal; there is no doubt that
to be effective corporate law ought to encapsulate, in some way, the corporate and financial
practices and structures that it seeks to regulate. But the reflection metaphor also
oversimplifies the picture in a number of ways. To begin with, it suggests a one-way dynamic
in which the law is separate from and simply reactive to events in the corporate world, rather
than also having a determinative role in those developments.12 At its extreme, the idea of a
one-way reflection implies that without events in the corporate world, there would be no
laws, because ‘[a] reflection cannot exist independently of the thing which causes it.’13 The
limitation of this view is particularly evident in corporate law, because the corporation, one of
the things being reflected, is quintessentially a statutory construction.14 The reflection
metaphor also assumes a straightforward mechanism by which events in the corporate world
are translated into legal rules, suggesting that the resulting rules capture or ‘reflect’ that world
in an accurate and widely agreed way. A long history of studies in the politics and sociology
of lawmaking demonstrates that very often this is not the case.15
A slightly more complex version of the ‘law reflects reality’ thesis might recognise
the imperfection or partiality of the reflection. We could argue that the law inevitably
provides a distorted image of the matters to which it refers. In corporate law we get a ready
sense of this; the image of the corporation that is gained simply by reading the text of
corporate law statutes is a poor and incomplete ‘reflection’ of nature of corporate structures
and operations in daily practice. Acknowledging the possibility of distortions or

8
Ibid.
9
See, eg, Corporations Act 2001 (Cth) s 181(1)(a).
10
See, eg, Ian Ramsay, ‘Corporate Law in the Age of Statutes’ (1992) 14(4) Sydney Law Review 474; Dimity
Kingsford Smith, ‘Interpreting the Corporations Law: Purpose, Practical Reasoning and the Public Interest’
(1999) 21(2) Sydney Law Review 161; Angus Corbett and Stephen Bottomley, ‘Regulating Corporate
Governance’ in Christine Parker et al (eds), Regulating Law (Oxford University Press, 2004) 60; Michael J
Whincop, An Economic and Jurisprudential Genealogy of Corporate Law (Ashgate, 2001).
11
See, eg, Ramsay, ‘Corporate Law in the Age of Statutes’ (n 10) 479; Eric W Orts, ‘The Complexity and
Legitimacy of Corporate Law’ (1993) 50(4) Washington and Lee Law Review 1565, 1612–13; Heikki ES
Mattila, Comparative Legal Linguistics: Language of Law, Latin and Modern Lingua Francas (Ashgate, 2nd ed,
2013) 131.
12
Alan Hunt, ‘The Ideology of Law: Advances and Problems in Recent Applications of the Concept of Ideology
to the Analysis of Law’ (1985) 19(1) Law and Society Review 11, 20. See also Matthew Weait, ‘Swans
Reflecting Elephants: Imagery and the Law’ (1992) 3(1) Law and Critique 51, 54.
13
Weait (n 12) 52.
14
Indeed, this reverses the reflection dynamic: without law, the corporation cannot exist.
15
See, eg, the studies summarised in Stephen Bottomley and Simon Bronitt, Law in Context (Federation Press,
4th ed, 2012) ch 8; also, Roman Tomasic (ed), Business Regulation in Australia (CCH Australia, 1984).
 4

imperfections means recognising that the relationship between the law and world it seeks to
regulate is much more multidimensional than the reflection metaphor suggests.
In order to understand the complexity of modern corporate law rules and their
relationship to corporate practice, we require more than simple metaphors about reflection.
As already noted, existing analyses have looked to disciplines such as political theory,
sociology or economics for inspiration. More recently, some scholars have turned to
‘complexity theory’ in the natural sciences to fill the analytical gap in our understanding of
legal complexity.16 This article does not offer a contribution to those arguments. Instead, it
looks further afield, turning to cartography as an analytical device and a source of ideas for
investigating the structure and operation of corporate law rules.17 The inspiration for this
exercise is an influential article by Boaventura de Sousa Santos, published in 1987.18

III Cartography and law

Before going into the detail, it is important to clarify what this article does and does not
propose to do in applying a cartographical perspective to the study of corporate law.
First, the article is not concerned with the instrumental role that maps sometimes play
in the determination of legal disputes,19 or in defining the content of specific legal rules.20
Nor, secondly, does the article seek to provide a ‘map’ of contemporary corporate legislation.
The idea of ‘mapping’ the law has a long heritage. In a lecture published in 1879 on ‘The
Uses of the Study of Jurisprudence’, the positivist legal theorist John Austin counselled
students of English law to approach the task with ‘the map of a body of law distinctly
impressed on his mind’.21 This image posits the law as ordered, planned, stable and capable
of being understood in the whole. Law’s subjects and its students, just like a map user, can
locate themselves and navigate from one doctrine or rule to another. This positivist view does
not inform this present article. Law — and corporate law in particular — is a constantly
shifting and contested mix of concepts, ideas and local practices. As William Twining
observes, ‘the phenomena of law are probably too complex to be depicted on a simple map or
picture … [M]aps mainly depict physical relations and distribution and, as such, they have a
restricted application to legal phenomena’.22 Instead, the article looks at how thinking about
cartography might prompt some reflections on how rule-users can or should think about the
structure and operation of corporate law rules. The approach of the article is therefore
16
See Jamie Murray, Thomas Webb and Steven Wheatley (eds), Complexity Theory and Law: Mapping an
Emergent Jurisprudence (Routledge, 2019).
17
Modern cartography traverses a number of specialised fields including computing, environmental science,
geography, mathematics and statistics. Being mindful of the potential pitfalls in interdisciplinary work, I
emphasise that the description of cartography in this article is not based on any professional expertise in these
fields.
18
Boaventura de Sousa Santos, ‘Law: A Map of Misreading: Toward a Postmodern Conception of Law’ (1987)
14(3) Journal of Law and Society 279, 282. That article has prompted other inquiries; see, eg, Cristie Ford,
‘Prospects for Scalability: Relationships and Uncertainty in Responsive Regulation’ (2013) 7(1) Regulation and
Governance 14.
19
Maps are frequently referred to in decisions regarding native title claims; see, eg, Harrington-Smith v Western
Australia [No 9] (2007) 238 ALR 1.
20
Maps and cartographical coordinates are frequently used to define regulatory requirements in areas as diverse
as the closure of commercial fishing areas (eg, Fisheries Management (Heard Island and McDonald Islands
Fishery) (Closures) Direction 2019 (Cth)) or access to areas of national security (eg, Woomera Prohibited Area
Rule 2014 (Cth)).
21
John Austin, Lectures on Jurisprudence, or the Philosophy of Positive Law (John Murray, 4th ed, 1879) 1117.
22
William Twining, Globalisation & Legal Theory (Butterworths, 2000) 151.
 5

conceptual; I use the concepts and ideas about mapping to guide an inquiry into the
relationship between corporate law texts and the world they regulate.
Even at the conceptual level, references to cartography and maps are common in the
analysis of law and regulation.23 Some scholars have made strong arguments about the
possible connections and similarities between cartography and law. Sparke, for example, sees
a similarity between the two disciplines, in that ‘law and cartography … are … institutional
arenas in which abstract state-space is reproduced and reworked’.24 In his 1987 article, de
Sousa Santos goes further, arguing that ‘the relations law entertains with social reality are
much similar [sic] to those between maps and spatial reality. Indeed, laws are maps; written
laws are cartographic maps’.25 I do not go as far as this; the purpose of this article is to
present a thought-exercise, not an argument about a necessary or fundamental conceptual link
between cartography and law generally, or corporate law specifically. Indeed, later in Part V I
point out some important ways in which corporate law rules are quite different to maps. But
while I do not suggest that there is a direct similarity between maps and corporate law rules I
do suggest that there are fruitful analogies that can be explored. To do that, it is necessary to
outline some of the key aspects and challenges of map-making.

IV Maps and the physical world

A map is not, and cannot be, an accurate depiction of the physical world. As de Sousa Santos
points out, ‘maps distort reality’.26 Sometimes the distortion is the result of human error or
reliance on incorrect or obsolete data.27 But even in the absence of error, a map must distort
four aspects of the real world: size, distance, direction and shape (be it the shape of natural
things such as continents or lakes, or human-created things such as subcontinental states or
cities).28 This distortion is not necessarily problematic for the map user provided that it is
done consistently, systematically and it is understandable to the map reader. This is achieved
by the use of three generally understood mechanisms that convert these aspects of the
physical world into cartographical form: scale, projection, and symbolisation. These
mechanisms, de Sousa Santos points out, ‘become intrinsic or structural attributes of any
map’.29 To these three mechanisms, de Sousa Santos adds a fourth feature: the tension
between representation and orientation. In what follows I explain briefly each of these aspects
of a map.

23
See, eg, ibid 136–73 (using mapping as a theme to examine the relationship between local legal orders and
globalisation); Leslie J Moran and Derek McGhee, ‘Perverting London: The Cartographic Practices of Law’ in
Carl Stychin and Didi Herman (eds), Sexuality in the Legal Arena (Athlone Press, 2000) 100 (discussing
criminality and sexuality from a cartographic perspective); Dimity Kingsford Smith, ‘What is Regulation? A
Reply to Julia Black’ (2002) 27 Australian Journal of Legal Philosophy 37 (referring to ‘socio-legal
cartography’ in the mapping of regulation).
24
Matthew Sparke, ‘A Map That Roared and an Original Atlas: Canada, Cartography, and the Narration of
Nation’ (1998) 88(3) Annals of the Association of American Geographers 463, 466.
25
de Sousa Santos (n 18) 282.
26
Ibid 283.
27
George Cho, ‘Maps and the Law: How Far Can You Go in Court?’ [2001] (51) The Globe 1, 4.
28
David Greenhood, Mapping (University of Chicago Press, 1964) 114ff.
29
de Sousa Santos (n 18) 283.
 6

A Scale

Scale is the most obvious distortion found on a map. For it to be functional, a map must scale
down distances.30 While a map of a city that was as big as the actual surface area of the city
would give a realistic representation of the distance between two locations, it would be both
impractical and superfluous; it would defeat the purpose of the map as a convenient reference
tool to assist people in navigating the real world.31
In reducing the size of a map to useable dimensions, the use of scale also affects the
amount of detail that the map can present. Generally, the larger the scale (that is, the closer
the correlation between the actual distance and the distance represented on the map), the
more detail that can be included about the area represented on the map. Users of digital
mapping applications such as Google Maps can see this clearly when they zoom in and out of
a map; zoom in close and more street names and points of interest appear; zoom out to a
smaller scale and the details disappear. This relationship between scale and detail is not fixed,
however. At any given scale the map-maker still has a choice about what details and features
to include and leave out, bearing in mind that too much detail can obscure and confuse while
too little can reduce the utility of the map.
The choice of scale can affect the depiction of shape and the calculation of distance. If
I choose to map an outline of the Australian continent using ten kilometres as my basic unit
of scale, I will necessarily omit inlets and other geographic details that are less than ten
kilometres in length.32 If I reduce the basic unit of measurement to, say, one metre, my map
will give a more accurate representation of distance and shape, but other problems will
emerge, including the increased size and decreased utility of the map.
Sometimes maps deliberately simplify the complexity of the real world by giving little
attention to scale, preferring instead to emphasise orientation. A common example can be
seen in the railway or transit maps available in many capital cities, which provide a schematic
and abstract picture of the layout of the rail network, rather than depicting every turn and
bend of the rail line or the actual distances between stations.33

B Projection

A map is a two-dimensional depiction of three-dimensional space. The distortion that this

entails is most obvious in world maps, which attempt to convert the shape, area and distance
of large land masses and oceans located on a spheroid34 onto a flat plane. The term

30
Distance is not the only thing that can be represented at different scales. A world map might be drawn so that
countries are scaled according to size of population, GDP, or some other criterion. This points also to the fact
that there are many different types of map.
31
The idea of a map ‘on the scale of a mile to the mile’ is lampooned in Lewis Carroll’s 1893 book Sylvie and
Bruno Concluded (Macmillan, 1893)
<https://archive.org/stream/sylviebrunoconcl00carriala/sylviebrunoconcl00carriala_djvu.txt>.
32
Not only does this affect the map’s representation of the shape of the land mass, it also affects the map’s
indication of the length of the coastline: Benoît Mandelbrot, ‘How Long Is the Coast of Britain? Statistical Self-
Similarity and Fractional Dimension’ (1967) 156(3775) Science 636.
33
One of the best-known examples is the tube map of the London underground rail system.
34
The Earth is not perfectly spherical. It is an ‘oblate spheroid’, bulging slightly at the equator due to the effect
of its rotation.
 7

‘projection’ describes the particular mathematical and geometric method used to achieve
this.35 Many different types of projection have been developed in the historical evolution of
world maps, each trying to provide a solution to the problem of representing size, distance,
direction and shape.36 Many of the well-known projections prioritise one of these
characteristics over the others.37 For example, ‘equal area’ projections attempt to represent
the correct size of geographical features such as islands and continents, while ‘conformal’
projections focus on trying to correctly represent the shape of those features.38
Projection also involves the use of a system of coordinates. On world maps, this is
represented by a grid of horizontal and vertical lines that correspond to latitude and longitude,
where the map is bisected horizontally by the equator (0 degrees latitude), with the northern
hemisphere in the top half of the map.39 On some maps, the vertical bisection is the
Greenwich Meridian (0 degrees longitude), placing Europe at the centre of the map. Other
maps are centred vertically on the Americas, with Asia being split on either side of the map.
The use of different projections in map-making has led to claims about social and
political bias in maps. For example, some cartographers have accused the Mercator
projection40 of favouring European countries, making them appear larger, relative to other
countries, prompting some map-makers to promote the so-called Peters projection, which
shows land masses and oceans according to their actual size.41

C Symbolisation

A map must deploy a system of symbols — shapes, colours, lines, images and patterns — to
convey its information. As de Sousa Santos observes, a map without symbols would be
unusable.42 To be useful, the symbols must be generally understood or they must be
accompanied by a key or legend that explains the symbols used on that particular map. Some
symbols are found across a wide variety of maps (eg, wriggly blue lines to represent rivers),
while more specialised or specific maps will have their own set of symbols or provide
specific information. For example, a city street directory requires less information about

35
The use of contour lines on a topographic map is another example of the way that maps endeavour to
represent, in two-dimensional form, the changes in elevation or altitude and the rise and fall of terrain in the
three-dimensional world. This also intersects with scale: the map-maker has a choice about the interval between
the contour lines.
36
Peter Richardus and Ron K Adler, Map Projections for Geodesists, Cartographers and Geographers (North-
Holland, 1972) 1.
37
Eg, the once commonly used Mercator projection has the navigational advantage of being based on straight
parallel lines of longitude and latitude, but it distorts the size and shape of geographical features as distance
from the equator increases, thus making Greenland appear to be same size as the African continent.
38
The AuthaGraph projection, developed in Japan in 1999, is a more recent attempt to accurately represent the
size and shape of continents and ocean: ‘About AuthaGraph World Map’, AuthaGraph (Web Page)
<www.authagraph.com/projects/description>
39
Some world maps invert this usual arrangement, putting the southern hemisphere in the top half of the map.
Medieval maps in Europe were drawn with East at the top.
40
See n 37.
41
Jeremy W Crampton, Mapping: A Critical Introduction to Cartography and GIS (Wiley-Blackwell, 2010) chs
6–7. ‘So-called’ because according to some accounts this projection was first developed in 1855 by James Gall,
and was developed further by Arno Peters in 1967. The Peters projection featured in an episode of the US
television drama The West Wing: ‘Somebody’s Going to Emergency, Somebody’s Going to Jail’, The West
Wing (John Wells Production, 1999).
42
de Sousa Santos (n 18) 285.
 8

property dimensions than will be necessary in a cadastral map used for planning or
conveyancing purposes.43
Symbolisation introduces its own distortions. Symbols sometimes require the map-
maker to depart from the scale of a map because ‘symbols are really pictures, and we must
have them large enough to recognise’.44 Furthermore, if they were interpreted literally,
symbols would create a false impression of reality. The fact that all roads on a map are drawn
in the same way does not necessarily mean that all the roads will be of uniform quality.
Similarly, the use of a graduated system of dots and circles to indicate towns and cities of
different sizes does not mean that towns represented by the same size circle are actually the
same size. Just as ‘the map is not the territory it represents’,45 the symbols on the map cannot
be identified directly with the particular geographic feature that they represent. The symbol
on a map of some stylised trees tells the map reader that there is some tree-coverage in that
area, prompting a mental image or concept of ‘forest’ or ‘bushland’, but it does not tell us
what sort of trees are found in that location, how dense the foliage is, the exact dimensions of
the forest etc.

D Representation and orientation

The choice and combination of scale, projection and symbolisation used in a map reflects an
assumption about the purpose for which the map will be used. In making that assumption a
map-maker must compromise between two further features: representation and orientation.46
Some maps focus deliberately on orientation, and may therefore provide a poor
representation of the real world. The rail transport maps referred to earlier are an example.
Digital maps prioritise orientation in a different way, by always putting the user at the centre
of the screen. As one writer observes, with a digital map, ‘“You are here” no longer needs to
be said. We are by default the centre of the world.’47 Moreover, some digital maps constantly
shift, rotating the topography so that the users’ direction is always towards the top of the
image. Conversely, the more that a map tries to achieve an accurate representation, by
including greater detail (and thus a larger scale), the less it will be able to provide a good
orientation. Each map is a compromise. If I choose to use a map because of the close detail
that it gives of a particular area in a city, I have to forego, to some extent, the capacity to
orient that area within the overall city.
The thesis of this article is that these intrinsic aspects of a map — scale, projection,
symbolisation and representation/orientation — provide an unexpected but useful prompt for
understanding the complexity of modern corporate law rules. However, before examining
that thesis in more detail it is important to acknowledge the ways in which corporate law
rules and maps are different. This, in itself, reveals some important points about those rules.

43
A cadastral map shows the boundaries and relative location of parcels of land in a given region, with possible
additional details such as section and lot numbers, and boundary dimensions.
44
Greenhood (n 28) 45.
45
Alfred Korzybski, Science and Sanity: An Introduction to Non-Aristotelian Systems and General Semantics
(Institute of General Semantics, 5th ed, 1994) 58.
46
de Sousa Santos (n 18) 283.
47
Thomas McMullan, ‘How Digital Maps Are Changing the Way We Understand the World’, The Guardian
(online, 2 December 2014) <www.theguardian.com/technology/2014/dec/02/how-digital-maps-changing-the-
way-we-understand-world>.
 9

V Differences between corporate law rules and maps

There are obvious differences between corporate law rules and maps. For one thing, maps —
especially historical maps — are often valued and acquired for their aesthetic appeal; in
contrast, we are unlikely to extol ‘the visual luxury’ of a corporate law statute (regardless of
its vintage).48 More pertinently, although we use both maps and rules for instrumental
purposes, those purposes differ in an important way. We use a map to find a location, select a
route, determine a distance or to identify certain features of an area. 49 We refer to corporate
law rules to find out about obligations, requirements, procedures and liabilities. This is
because those rules are an expression of power;50 their primary purpose is to influence or to
prescribe the consequences of behaviour. By comparison, while a map may lead a person to
change their intended course of action (eg, by taking a shorter or less hazardous route), the
map-maker does not attempt to dictate that change of behaviour.51 We can summarise this by
saying that maps are descriptive while corporate law rules are primarily prescriptive and/or
proscriptive.
The qualifier ‘primarily’ in the preceding sentence acknowledges that, while it is not
intended to be descriptive, a corporate law statute nevertheless present us with an image of
‘the corporation’, of how it is structured and managed, and how it operates. To that extent, it
is important to bear in mind that just as we should not confuse a map with the real world, so
too the image of the corporation presented by the statute cannot be identified with any
particular corporation. This point can also be applied to the details presented in the statute:
just as a blue line on a map signifies a standardised concept of a river, so too words such as
‘director’, ‘officer’, ‘shareholder’ or ‘member’ in the corporate law statute signify abstract
concepts, without referring to the many particular ways in which those roles and positions
occur in practice.
This leads to a second point of difference: a geopolitical map of a country marks out
the boundaries of that nation state. The map identifies, amongst other things, the territorial
jurisdiction of that nation’s institutions of government.52 Similarly, but in a different and less
precise way, a corporate statute marks out the boundaries of the corporations that it regulates,
signifying who is on the ‘inside’ and thus within the jurisdiction of the statute (eg. the
corporation’s directors, officers and shareholders), and who is not (eg, employees53 or
consumers of corporate products). The legislation tells us what, in the opinion of the
lawmakers, are the important features of the corporation, and, by omission or under-
emphasis, what features are regarded as irrelevant or less important for legal purposes. This
broad similarity, however, takes us to an important difference between a map and the
corporations statute: the legislation not only designates the boundaries of the corporation, it
also provides for the corporation’s legal existence. As was emphasised earlier, without the

48
‘I revel in the visual luxury of maps’: Dava Sobel, ‘Foreword: For the Love of Maps’ in Simon Garfield, On
the Map: Why the World Looks the Way It Does (Profile Books, 2012) 11, 13.
49
JS Keates, Understanding Maps (Longman, 1982) 4–10.
50
Zsolt Zodi, ‘The Limits of Plain Legal Language: Understanding the Comprehensible Style in Law’ (2019)
15(3) International Journal of Law in Context 246, 258.
51
A map-maker may try to suggest that certain routes are hazardous or ill-advised, as with medieval maps
which portrayed ‘the angriest, scaliest and toothiest fish that sailors had ever seen, and the biggest, ugliest
winged monsters that intrepid colonisers had been warned about’. Garfield (n 48) 73. The modern manifestation
of this occurs when digital street maps suggest a route that avoids traffic congestion.
52
I acknowledge that a nation’s legal system is not comprised solely of local laws and that account must also be
taken of public international law, human rights laws, and so on.
53
In Australia however, employees’ rights in liquidation are dealt with in pt 5.8A of the Corporations Act 2001
(n 9).
 10

operation of the corporate statute there is no corporation. By comparison, while a map can
indicate the existence and boundaries of a nation state, that state’s legal and political
existence is determined elsewhere, by treaties and other factors.54 A map can only respond to
the space that it seeks to represent; a map of itself cannot create that space.55
It is true, of course, that along with this role in creating the corporation as a legal
entity, many of the sections in a corporate statute are drafted in response to practices,
structures and incidents in the corporate world. Indeed, there is ongoing debate about the
balance to be struck between corporate law rules that are responsive to, and facilitative of,
certain corporate practices, and those that are mandatory and seek to determine and shape that
world.56 However, this responsive role leads to the final difference between maps and
corporate law rules to be noted here. Maps are temporally specific. A street map of, say,
Sydney drawn in 1970 may have been an accurate representation at that time, but it will be of
limited use to a motorist trying to navigate the city today. The Corporations Act 2001 is also
temporally specific, but in a different way. Certainly, a company director would be ill-
advised to use the Companies Act 1961 (NSW) as the basis for determining her present-day
obligations or liabilities. But the temporal specificity has a different explanation. Whereas a
street map needs to be updated because the world it represents has changed, this is not always
the case for new corporate legislation. As we have just seen, while some legislative changes
are made to reflect changes in corporate practice and structure, others are intended to change
those practices and structures — again, a key purpose of the legislation here is to affect the
world it represents, not merely to reflect it.

VI A cartographical perspective on corporate rules

The previous Part of the article has laboured an obvious point: corporate law rules and maps
are different. So too are chalk and cheese, but in the present case the point of emphasising the
differences is not to put an end to the inquiry but, instead, to emphasise its parameters.
Keeping these differences in mind, the article now returns to the three mechanisms of scale,
projection, and orientation to assess the operation and complexity of corporate law rules.

A Scale in corporate law

Scale plays a part in the formulation and application of corporate law in two ways. Perhaps
most obvious is the varying scale of the corporations and corporate operations that the rules
apply to. Corporations range from single-person entities, through small family businesses and
local firms, to national enterprises and on to transnational conglomerates. They operate
individually, in pairs, or larger multi-corporate arrangements of enormous complexity.57 A
54
My thanks to Don Rothwell for clarifying this point.
55
I acknowledge that there are fictional maps, such as the map of Middle Earth found in JRR Tolkien’s The
Lord of the Rings (see ‘Map of the Middle Earth’, British Library (Web Page) <www.bl.uk/collection-
items/map-of-the-middle-earth>. These are maps in the sense that within the fictional world of which they are
part, they seek to represent that world. The map seeks to depict that world as it exists in the mind of the creator
of that world.
56
See, eg, Ian M Ramsay, ‘Models of Corporate Regulation: The Mandatory/Enabling Debate’ in Ross
Grantham and Charles Rickett (eds), Corporate Personality in the 20th Century (Hart Publishing, 1998) 215.
57
Indeed, ‘maps’ are often used to understand the complexity of corporate groups. See, eg, the map of the
Brierley Investments Ltd corporate structure in NCSC v Brierley Investments Ltd (1988) 14 NSWLR 273, 298.
Here I use ‘maps’ in inverted commas because, arguably, this is a diagram rather than a map. According to
 11

corporate law statute that attempted to cover all of these corporate structures and
arrangements would be unwieldy. It would also be subject to constant revision, given the
frequently changing nature of the corporate world. Of necessity, corporate legislation must
simplify things. In Australia the Corporations Act 2001 only gives explicit recognition to
limited aspects of this corporate scale, such as in the distinction between public and
proprietary companies, large and small proprietary companies,58 the recognition of the one-
person company,59 and the ‘small business guide’.60 Beyond these examples, the Act is
drafted according to a single and unspecified scale that approximates to an ‘average middle
sized company’.
However, for the purposes of this article, it is the second manifestation of scale in
corporate regulation that is more interesting. There is considerable variety in the scale of the
corporate law rules that regulate corporations and the conduct of corporate personnel.61 Using
the Australian context as an example, along with the Corporations Act 2001 we must also
take into account relevant rules in the Corporations Regulations 2001, class orders issued by
the Australian Securities and Investments Commission,62 securities exchange listing rules,63
corporate governance codes of practice,64 and corporate constitutions.65 Notice what happens
when we shift our attention from the statute to these other rules. Whereas the Act has a broad
coverage, applying to a wide range of corporations in a generally undifferentiated way, many
of the other rules have a narrower focus. Listing rules, for example, apply only to public
companies listed on a securities exchange; class orders often apply to a specified class of
corporate actors; a corporate constitution refers to a single specific corporate entity. We can
think of this as a shift from the ‘small scale’ of the statute to the ‘large scale’ of, say, a
corporate constitution (remembering that a map’s scale becomes larger the closer the map
gets to a one-to-one correspondence with the real world). As with maps, this change in scale
also means a change in the level and amount of detail presented in the rules.66 As de Sousa
Santos describes it:
The large-scale legality is rich in details and features; [it] describes behaviour and attitudes vividly;
contextualises them in their immediate surroundings… On the contrary, small-scale legality is poor in
details and features, skeletonises behaviour and attitudes, reducing them to general types of action. But,
on the other hand, it determines with accuracy the relativity of positions … it is sensitive to distinctions
(and complex relations) between part and whole[.]67

Keates, the difference is that a diagram ‘is an arbitrary device to illuminate the relationships of the phenomena
represented. It has no intrinsic connection with the external world of perceived reality’: Keates (n 49) 72.
58
Corporations Act 2001 (n 9) s 45A.
59
Ibid ss 198E, 202C.
60
Ibid pt 1.5.
61
Stephen Bottomley, ‘Where Did the Law Go? The Delegation of Australian Corporate Regulation’ (2003)
15(2) Australian Journal of Corporate Law 105.
62
A number of sections in the Corporations Act 2001 (n 9) give the Commission power to modify provisions in
that Act. See Stephen Bottomley, ‘The Notional Legislator: The Australian Securities and Investments
Commission’s Role as a Law-Maker’ (2011) 39(1) Federal Law Review 1.
63
See, eg, ASX (Australian Securities Exchange), Listing Rules (at 19 August 2019).
64
See, eg, ASX Corporate Governance Council, Corporate Governance Principles and Recommendations (4th
ed, February 2019).
65
The equivalent to articles of association in a UK company.
66
Again, I do not want to overstate this point. There are examples of highly detailed rules in the Corporations
Act 2001 (n 9). Consider, eg, ss 257A–257J (share buy-backs). I omit the takeovers provisions in ch 6 and the
financial services and markets provisions in ch 7 from this discussion because their primary focus is market
transactions, rather than corporate operations.
67
de Sousa Santos (n 18) 289–90.
 12

If, from a legal perspective, we want to know something68 about the governance structures
and processes of a particular company, we are better off looking at that company’s
constitution rather than studying the corporate statute. Equally, if our concern is to advise the
directors of that company about their legal duties and obligations, we should refer to the
statute and related general law doctrine. But — and this is an important caveat — we should
also look at the constitution (and other applicable rules) to get a better idea of the particular
corporate context within which those duties and obligations operate.
However, while more detail can emerge as we move from the general statute to the
more local and specific rules, there is a risk that we can lose orientation and perspective. This
can affect the day-to-day governance of a company; for example, directors and managers
might become too focussed on compliance with, and enforcement of, the rules governing
meeting procedure or board structure, thus losing sight of their overarching requirements of
honesty, good faith, care and diligence.
One way of summarising this part of the discussion might be to say that
conceptualising corporate law rules in terms of scale reminds us of the need to keep the
whole hierarchy of the ‘rules-picture’ in mind, from small to large scale. For two reasons,
however, that would be misleading.
First, it suggests that there is a single, one-dimensional regulatory structure in which
the various sets of rules are just components. According to de Sousa Santos the operation of
rules with different scales produces a more nuanced outcome. Because scale affects the
amount of detail that is encompassed by the rules, this shapes our perception of what is being
regulated and how it should be regulated; as de Sousa Santos puts it, differences in scale
‘create different legal realities’.69 Take, for example,70 a disagreement between shareholders
and directors about the procedure at an annual general meeting (eg, the decision of the
chairperson to call a poll of votes, or to adjourn the meeting). The disagreement will likely be
framed in ‘local’ terms, structured by clauses in the company’s constitution about meeting
procedure, coloured by perceptions about the history of meetings in that company and the
persons and personalities involved. It is a disagreement about the governance of that
particular company that might be resolved informally by reference to internal practices. But
seen from a ‘small scale’ perspective, this is a question of corporate governance more
generally. Stripped of local detail, the parties are now simply ‘directors’ and ‘shareholders’,
with prescribed obligations and rights. The point is that neither perspective is more or less
‘valid’ than the other but, equally, neither perspective by itself gives a sufficient picture of
the disagreement. The large-scale perspective may permit a more nuanced resolution of the
particular dispute but it may also perpetuate poor practice. The small-scale approach may
produce generic or ‘one size fits all’ responses but it can also cut through entrenched
localised problems.
Secondly, and related to the previous point, when it is applied to the many different
types of corporate law rules, the idea of scale is not intended to suggest that in practice each
of these sets of rules occupies a fixed place in a hierarchical regulatory structure. It is true
that in formal terms there is a hierarchy of legislative authority, with rules at lower levels of
the structure drawing their authority from those higher up the structure. This is found in the
general proposition that ‘subordinate legislation, to be valid, must be shown to be within the

68
But not everything: No set of rules, read by itself or together with other rules, can give a complete picture of
the everyday practices at work in a company. In addition to the ‘law in the books’ we must consider the ‘law in
action’: see Roscoe Pound, ‘Law in Books and Law in Action’ (1910) 44(1) American Law Review 12.
69
de Sousa Santos (n 18) 287.
70
Ibid 287–8, using labour disputes to illustrate the argument.
 13

powers conferred by the statute’.71 From this we also find increasingly outdated assumptions
that primary legislation deals with matters of importance, while delegated or subordinate
rules deal with minor or procedural matters.72 But the world of corporate law rules is more
complex than this. It is multidimensional:
There are many different rules and sets of rules that interact with each other and with other formal and
informal forms of conduct to produce outcomes. For example, there are many different regulatory
schemes which affect the conduct of directors and the systems of corporate governance adopted by
corporations.73
Small-scale and large-scale rules can, and do, operate simultaneously.

B Projection and corporate law

Just as a map must convert the complexity of a three-dimensional world into a two-
dimensional graphical representation, so too corporate law rules must capture and convert the
complexity of the corporate world into fixed language. More precisely, corporate rules must
translate concepts and ideas, relationships and behaviour, into words. This is not a neutral
exercise. A variety of explanatory and normative theories, assumptions and models might
guide the formulation of corporate law rules, explicitly or otherwise. These different theories
and models highlight or prioritise different aspects of the corporate world. Some are oriented
to highlight the transactional nature of corporate operations (eg, the nexus of contracts
theory), while others prioritise the institutional and structural dimensions (eg, managerial
theories). Some, such as Chicago School of law and economics, claim to provide overarching
meta-theories of the corporate form and its regulation. Other frameworks, such as theories
about corporate social responsibility, are more partial, seeking to address particular aspects of
the corporate world. Nevertheless, each theory or model entails a choice about what is
important for the regulation of corporations. Like a map-maker, a corporate law maker has a
choice about what to put at the centre of their regulatory framework, what to put on the
periphery and what to ignore altogether. The formulation of a corporate law rule presupposes
choices about what is worth regulating and why, about the purpose of regulation and,
ultimately, about the role of corporations in our society.
We can think of this process of translation, and the particular choice of concepts and
language used to achieve it, as an exercise in projection.74 On this view of things,
‘[p]rojection is the procedure by which the legal order defines the limits of its operation and
organises the legal space inside them.’75 As with some map projections, by privileging certain
aspects of the corporate world, corporate rules embody value judgments and biases that can
then affect the way in which corporate players see or understand that world. Thus, one
version of the shareholder primacy model of corporate governance posits that the only goal of
the directors is to maximise shareholder wealth.76 This prompts debates about the merits of

71
Mixnam’s Properties Ltd v Chertsey Urban District Council [1964] 1 QB 214, 237 (Diplock LJ ).
72
See, eg, Edward C Page, Governing by Numbers: Delegated Legislation and Everyday Policy-Making (Hart
Publishing, 2001); Bottomley, ‘Where Did the Law Go? The Delegation of Australian Corporate Regulation’ (n
61).
73
Angus Corbett and Stephen Bottomley, ‘Regulating Corporate Governance’ in Christine Parker et al,
Regulating Law (Oxford University Press, 2004) 60, 64–5.
74
Arthur H Robinson and Barbara Bartz Petchenik, The Nature of Maps: Essays towards Understanding Maps
and Mapping (University of Chicago Press, 1976) 49–50.
75
de Sousa Santos (n 18) 291.
76
See generally Lynn A Stout, ‘Bad and Not-So-Bad Arguments for Shareholder Primacy’ (2002) 75(5)
Southern California Law Review 1189.
 14

directors focusing on decisions that seek to generate short-term profit.77 As an example, the
Royal Commission into Misconduct in the Banking, Superannuation and Financial Services
Industry heard evidence that financial service entities ‘had chosen to give priority to the
pursuit of profit over the interests of customers and above compliance with the law’, with
accountability to shareholders being offered as the justification.78 Against that view, the Final
Report of the Royal Commission noted that:
[t]hese forms of accountability are, of course, important. But they do not mark the boundaries of the
matters that the boards of financial services entities must consider in the course of performing their
duties and exercising their powers. That other considerations bear upon those decisions is most evident
in the case of the largest financial services entities. 79
Unlike a map, however, a set of corporate law rules can contain multiple policy or theoretical
‘projections’, which can result in conceptual confusion and disorientation.80 Consider, for
example, s 602 of the Corporations Act 2001, which sets out the legislative purposes of the
regulation of takeovers in ch 6 of the Act. Paragraphs (b) and (c) consist of the so-called
‘Eggleston Principles’81 which emphasise the importance of disclosure of information, timely
consideration and equality of opportunity for the target company shareholders. These
considerations are preceded by para (a), which emphasises the need to ensure that takeover
bids occur ‘in an efficient, competitive and informed market’. As Mannolini observes, on the
one hand s 602 directs attention to ‘an equitable objective of “good takeover conduct”’, while
on the other it points to broad ‘economic objectives of efficiency in resource allocation’. In
his words, these goals are ‘uneasy bedfellows’.82 This tension between equitable and
economic ‘projections’ also came to the surface in R v Firns, in which the NSW Court of
Criminal Appeal heard an appeal against a conviction for insider trading in contravention of s
1002G(2) of the Act.83 In allowing the appeal Mason P (Hidden J concurring) examined ‘the
lengthy philosophical debate about the object of prohibiting insider trading’, observing that
‘[t]he legislative history suggests that Parliament left the courts with a scheme embodying the
ambiguous embrace of the market fairness/“equal access” and market efficiency theories’.84
The result, in Mason P’s estimation, is ‘a form of legislative astigmatism because the attempt
to converge essentially incompatible policy goals has produced a patch blurring of the
image’.85

C Symbolisation in corporate law

77
See generally Lynn Stout, The Shareholder Value Myth: How Putting Shareholders First Harms Investors,
Corporations, and the Public (Berrett-Koehler Publishers, 2012).
78
Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry (Final
Report, 2019) vol 1, 399.
79
Ibid 400.
80
See Jordan (n 3).
81
Formulated in Company Law Advisory Committee, Second Interim Report: Disclosure of Substantial
Shareholdings and Takeover Bids (Canberra: AGPS, 1969) 6, and named after the chair of the Committee, Sir
Richard Eggleston.
82
Justin Mannolini, ‘Convergence or Divergence: Is There a Role for the Eggleston Principles in a Global M&A
Environment?’ (2002) 24(3) Sydney Law Review 336, 338, drawing on Tony Greenwood, ‘In Addition to Justin
Mannolini’ (2000) 11(3) Australian Journal of Corporate Law 308. See also Benedict Sheehy, ‘Australia’s
Eggleston Principles in Takeover Law: Social and Economic Sense?’ (2004) 17(2) Australian Journal of
Corporate Law 218.
83
(2001) 51 NSWLR 548.
84
Ibid 556 [40], 557 [45].
85
Ibid 558 [53].
 15

To say that words are symbols is nothing new; the study of semiotics is built on this idea.86
The Corporations Act 2001 uses many symbols to mark out its terrain: consider, again, the
repeated references to ‘director’, ‘shareholder’, ‘member’, ‘officer’, ‘meeting’, or ‘share’.
Just as the symbols on a map signify, but do not actually describe, particular geographic
features, so too the word symbols found in corporate law rules signify concepts or ideal
types, rather than describing real things.87 As Langer puts it, symbols ‘are vehicles for the
conception of objects … not the things themselves’.88 The words in corporate law rules call to
mind abstract concepts or ideas (including gendered ideas) about ‘directors’, ‘shareholders’
and so on. A rule that refers to directors does not tell us much at all about who the directors
are, their gender,89 from which social and economic circles they are drawn, their management
style, how they behave etc. Rules that govern company general meetings are not an accurate
indicator of the way in which meetings are actually run. Larger-scale, more localised rules
may give a more accurate representation about directors or meetings in a particular company,
but it is nevertheless only a representation.
This has two particular consequences. One is the inevitable tendency of corporate
rules, particularly small-scale rules such as the Corporations Act 2001, to reduce the
complexity of corporate life to a seemingly simple and ordered pattern. De Sousa Santos,
referring to legal symbolisation in general, describes this as ‘the conversion of the everyday
continuous flux of reality into a succession of disparate solemn moments (contracts, legal
disputes, etc) described in abstract and formal terms’.90 Given the complexity and scale of the
corporate world, this is quite understandable. As already noted, to be workable a system of
corporate rules must necessarily operate above the level of detail found in everyday practice.
This leads to the second consequence: corporate law rules necessarily create spaces for
variations in interpretation, implementation, application and performance. This, in turn,
creates room for debate and argument. Sociologists and legal realists have long recognised
this point, harking back to Roscoe Pound’s well-known identification of the relationship
between ‘the law in the books’ and ‘the law in action’.91
Sometimes that debate and argument will be affected by the choice of words in the
rules, and that choice, in turn, can be affected by the use of different theoretical projections.
Particular models or theories entail the choice of particular concepts and language, and thus
lead to the use of particular words. Take, for example, the choice between describing a person
who has an equity interest in a company as ‘a member’, ‘a shareholder’ or ‘an investor’. Each
of these descriptors carries its own set of assumptions about the nature and purpose of the
person’s relationship with their shares, with the issuing company and with other equity
holders in that company. Consequently, each term carries its own ideas about the appropriate

86
I should emphasise that along with the various fields of study listed earlier (n 17), I make no claim to
expertise in semiotics or its postmodern variants.
87
In sociology, an ‘ideal type’ is an artificial construct or model that, while referring to a real-world
phenomenon, does not seek to describe it accurately. Instead, for analytical purposes, it simplifies or exaggerates
certain features of that phenomenon. The word ‘ideal’ in this context does not imply any value judgment about
what is desirable.
88
Susanne K Langer, Philosophy in a New Key: A Study in the Symbolism of Reason, Rite, and Art (Harvard
University Press, 3rd ed, 1957) 60–1.
89
Although statistical evidence tell us that ‘male’ is the more likely reference point; see Australian Institute of
Company Directors, ‘Board Diversity Statistics’ (Web Page, 30 January 2019)
<https://aicd.companydirectors.com.au/advocacy/board-diversity/statistics> showing that only 29.7% of ASX
200 board members are women.
90
de Sousa Santos (n 18) 295. In part, this may also be due to the conventions used in drafting legislation, such
as breaking ideas into sections/regulations, subsections/subregulations, etc. It may be less evident with large-
scale rules, which can adopt a more narrative approach.
91
Pound (n 68).
 16

scope and style of rules which govern those relationships. The term ‘investor’ suggests a rule
structure that prioritises ready transferability of shares, return on investment, ‘letting
managers manage’, and so on. References to ‘members’ would support a focus on procedural
rights and governance. Another example of this is the choice between describing the
document that embodies the legal relationship between those persons and the company as a
‘contract’ or a ‘constitution’, thus projecting either market-based transactional imagery, or
institution-based structural imagery.

D The orientation of corporate law texts

Corporate law texts do not give the same attention to orientation as maps. In particular, the
Corporations Act 2001 does not clearly prioritise any particular orientation. Some rules focus
on directors, others on shareholders and investors, and there is a reference (albeit limited) to
the perspective of creditors and employees. One of the largest parts of the Corporations Act
2001, ch 7, is directed, ostensibly, at various players in the financial services sector. In short,
corporate law is not ‘user-centric’. This is one reason why attempts to introduce ‘plain
English drafting’ into the Corporations Act 2001 have had only limited success.92 Between
1993 and 1996 the Federal Government’s Corporate Law Simplification Program had, as one
of its central objectives, redrafting the legislation to make it ‘capable of being understood by
its users’.93 The difficulty with trying to achieve comprehensibility is that the Act has no
single category of ‘user’; indeed, that term is ambiguous. Does it refer only to those to whom
the rules are intended to apply, or does it also include those who have the job of enforcing,
interpreting, applying or giving professional advice about those rules? There have long been
arguments that at least some aspects of corporate legislation should be drafted specifically for
the user audience of professionals and experts from whom investors and business people seek
advice.94 Further, even if we restrict attention to one type of user, there can still be great
variety in purpose, comprehension and skill. For example, to say that ‘shareholders’ are users
of the Act obscures significant differences between (and within) the categories of
institutional, corporate and individual shareholders. The point here is that while different
types of maps have different functions (compare a cadastral map with a rail network map),
corporate law texts often try to combine many different functions and orientations. The
inclusion of the Small Business Guide in pt 1.5 of the Corporations Act 2001 is a stark
example.

VII Conclusion

The preceding discussion about orientation and comprehensibility takes us back to the
introductory discussion about the complexity of corporate law rules.95 The purpose of this

92
See generally Ross Grantham, ‘To Whom Does Australian Corporate and Consumer Legislation Speak?’
(2018) 37(1) University of Queensland Law Journal 57. On the limits of ‘plain English’ drafting more generally,
see Zodi (n 50).
93
Michael Lavarch, Attorney-General (Press Release August 1993), quoted in Roman Tomasic, ‘The
Modernisation of Corporations Law: Corporate Law Reform in Australia and Beyond’ (2006) 19(1) Australian
Journal of Corporate Law 2, 24.
94
See, eg, RL Simmonds, ‘Of Prospectuses and Closed Systems: An Analysis of Some Present and Proposed
Legislation in Canada and the United States’ (1981) 19(1) Osgoode Hall Law Journal 28, 36–7, discussing
mandatory prospectus disclosure rules.
95
While incomprehensibility and complexity can overlap, they are different concepts: see Zodi (n 50) 247.
 17

article has been to suggest a way of unpacking and understanding the complexity of modern
corporate law rules that goes beyond the limited metaphor of ‘reflection’. A cartographic
perspective reminds us that different corporate law rules operate at different levels of
generality or specificity, that they embody sometimes conflicting values and theoretical
perspectives, and that, even in their complexity, they can overly simplify the variety and
nuance of corporate practice.
This perspective also suggests some ways forward. Corporate legislation could, for
example, be clearer and more consistent about its orientation; in Australia, one step in this
direction would be to break up the current Corporations Act into separate statutes dealing
with general matters of incorporation, the operation of financial markets, and the conduct of
takeovers and acquisition transactions. In cartographic terms, these different aspects of
corporate law rules vary in their scale and projection (from the broad scope of the financial
market to the transaction specific focus of a takeover). They also each employ their own
unique systems of symbolisation. This would, in effect, be a return to the legislative structure
in the state-based national cooperative scheme of the 1980s.96
It is worth concluding with two earlier caveats. First, there is no suggestion that
cartographical ideas are the only alternative to the reflection metaphor. Nor, secondly, is there
a suggestion of a necessary link between cartography and corporate law. Corporate law rules
are different to maps. The point of this article, instead, is to use maps and cartography as a
device in order to highlight the dynamics of the interaction between corporate law rules and
corporate practice.

96
The subsequent amalgamation of these areas into a single Corporations Act appears to have been simply a by-
product of the move to the current national corporate legislative scheme in 1989: see Stephen Bottomley, ‘What
is Corporate Law? An Australian Perspective’ in Roman Tomasic (ed), Routledge Handbook of Corporate Law
(Routledge, 2017) 49, 55.

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