Can your sofa enter into a contract? Of course not! Can a
class of shares enter into a contract? Of course not! Both
your sofa and the shares are property, not persons. Only an entity
with legal personality can enter into contracts. However, it
isn't unusual in the context of ISDA Agreements, for example,
for fund managers to name a particular corporate class of shares as
the counterparty. At times there isn't even a clue in the
agreement as to the name of the corporation that has issued the
shares.
But if you are contracting with such an entity, make no mistake
– your counterparty is the corporate entity. Practically
speaking these fund structures work by allocating assets and
liabilities on a class by class basis, with liabilities being
allocated by including limited recourse provisions in material
contracts. In other words, your counterparty is the corporation,
but you (and others contracting with the corporation with respect
to that fund) agree to limit recourse
