Corporate National Identity

What makes a corporation American, Italian, Chinese, or any other nationality – and who gets to decide? In the contemporary global economy, corporate national identity (CNI) can no longer be understood as a fixed legal attribute. Rather, it emerges from the interaction of four interrelated facets – legal, economic, (geo)political, and symbolic – whose relative salience varies across contexts and over time. Classical legal tests such as the jurisdiction of incorporation, real seat doctrine, and corporate control remain important, but they are increasingly insufficient. In a world of weaponized interdependence, data location and access, supply-chain geography, state influence over private firms, and efforts to shape public perceptions of corporate identity now play central roles in determining how firms are classified and treated. Two nascent tests are emerging across these facets: what might be called a “data seat” doctrine that treats data location and access as a marker of CNI, and a government influence test that looks beyond voting equity to assess the degree of state leverage over corporate decision-making.

Drawing on case studies involving TikTok, Shein, Pirelli, and Nippon Steel’s acquisition of U.S. Steel, the article illustrates how CNI is increasingly contested and actively reconstructed. The result is a potential shift away from a binary world in which cross-border transactions are either permitted or blocked, toward a more intrusive model in which states restructure governance arrangements midstream in the name of national security, while firms seek to strategically shape their identities to navigate this new reality. The article explores new questions CNI contestation and engineering raise for corporate law, investor protection, and cross-border investment.