For one, they could have could have not massively scaled back consumer memory manufacturing as a matter of duty to customers. But money and greed must prevail.
Isn't it the case that public companies owe a primary legal/fiduciary duty to shareholders over customers?
The question of choice between a profitable vs unprofitable venture is easy. But yeah, to what extent is choosing profitable instead of VERY profitable a breach of duty to shareholders?
As far as I am aware, the answer to your question is ‘no’[0].
> Contrary to what many believe, U.S. corporate law does not impose any enforceable legal duty on corporate directors or executives of public corporations to maximize profits or share price. The economic case for shareholder-value maximization similarly rests on incorrect factual claims about the structure of corporations, including the mistaken claims that shareholders “own” corporations, that they have the only residual claim on the firm’s profits, and that they are principals who hire and control directors to act as their agents.
This started long ago, and is one of the best examples of “if you repeat a lie often enough eventually it’ll be widely believed”. It’s a useful tool to manipulate public opinion over a few generations. But no one would ever do such a thing, right?
Mm not really. This has been argued so many times on HN. It’s imbued in de facto case law. You’re not going to find it in legislation.
Willingly getting sued by hostile shareholders is in itself not acting in the best interest of shareholders so while it’s not in code, it’s buried in many decades of case law and in reality it reflects the maligned incentives for companies.
So your contention is that a Cornell corporate & business law professor wrote and published a book and ignored all of the de facto case law that disproved their thesis? If so, do you have a rebuttal of the thesis by another subject matter expert that you can offer as a citation?
> Willingly getting sued by hostile shareholders is in itself not acting in the best interest of shareholders
Really? So if I am a hostile shareholder demanding massive workforce reductions so I can get a $1 dividend today, even though this action will make it impossible for anyone to get a $10 dividend tomorrow, it is in the best interest of shareholders for the company to capitulate to my demand? What if other shareholders are employees? Whose best interests are served then?
I’m not contending that the cornell professor is wrong. In fact, quite the opposite really. Perhaps my point wasn’t clear. What I’m saying is that reality is fuzzy enough that a majority of the country’s CEOs (often not lawyers) continue to operate on said myth. There have been enough lawsuits, even if many end up being frivolous, the myth persists. Honestly whether or not it’s written in stone doesn’t actually matter, it’s how executives behave.
Your own citation is basically an acknowledgement of that. In particular:
> “This dogma drives directors and executives to run public firms with a relentless focus on raising stock price. In the quest to “unlock shareholder value” they sell key assets, fire loyal employees, and ruthlessly squeeze the workforce that remains; cut back on product support, customer assistance, and research and development; delay replacing outworn, outmoded, and unsafe equipment; shower CEOs with stock options and expensive pay packages to “incentivize” them; drain cash reserves to pay large dividends and repurchase company shares, leveraging firms until they teeter on the brink of insolvency; and lobby regulators and Congress to change the law so they can chase short-term profits speculating in high-risk financial derivatives.”
Oh, I understand what you are saying now. Thank you for clarifying! I agree that executives these days do seem to persist in operating according to the shareholder value myth, despite it being a myth, and despite a bunch of them seemingly admitting to knowing better in 2019[0].
That false pledge certainly suggests that rather than being controlled by the dogma, they perpetuate it so workers and citizens accept turpitude as inevitable and necessary. The carrot is the stock option; the stick is the myth that everyone will get in big trouble if workers refuse to put shareholder wealth first.
glimshe · · focus · HN ↗
SlightlyLeftPad · · focus · HN ↗
Cyan488 · · focus · HN ↗
The question of choice between a profitable vs unprofitable venture is easy. But yeah, to what extent is choosing profitable instead of VERY profitable a breach of duty to shareholders?
csnover · · focus · HN ↗
> Contrary to what many believe, U.S. corporate law does not impose any enforceable legal duty on corporate directors or executives of public corporations to maximize profits or share price. The economic case for shareholder-value maximization similarly rests on incorrect factual claims about the structure of corporations, including the mistaken claims that shareholders “own” corporations, that they have the only residual claim on the firm’s profits, and that they are principals who hire and control directors to act as their agents.
[0] <a href="https://corpgov.law.harvard.edu/2012/06/26/the-shareholder-value-myth/" rel="nofollow">https://corpgov.law.harvard.edu/2012/06/26/the-shareholder-v...
Henchman21 · · focus · HN ↗
SlightlyLeftPad · · focus · HN ↗
Willingly getting sued by hostile shareholders is in itself not acting in the best interest of shareholders so while it’s not in code, it’s buried in many decades of case law and in reality it reflects the maligned incentives for companies.
csnover · · focus · HN ↗
> Willingly getting sued by hostile shareholders is in itself not acting in the best interest of shareholders
Really? So if I am a hostile shareholder demanding massive workforce reductions so I can get a $1 dividend today, even though this action will make it impossible for anyone to get a $10 dividend tomorrow, it is in the best interest of shareholders for the company to capitulate to my demand? What if other shareholders are employees? Whose best interests are served then?
SlightlyLeftPad · · focus · HN ↗
Your own citation is basically an acknowledgement of that. In particular:
> “This dogma drives directors and executives to run public firms with a relentless focus on raising stock price. In the quest to “unlock shareholder value” they sell key assets, fire loyal employees, and ruthlessly squeeze the workforce that remains; cut back on product support, customer assistance, and research and development; delay replacing outworn, outmoded, and unsafe equipment; shower CEOs with stock options and expensive pay packages to “incentivize” them; drain cash reserves to pay large dividends and repurchase company shares, leveraging firms until they teeter on the brink of insolvency; and lobby regulators and Congress to change the law so they can chase short-term profits speculating in high-risk financial derivatives.”
csnover · · focus · HN ↗
That false pledge certainly suggests that rather than being controlled by the dogma, they perpetuate it so workers and citizens accept turpitude as inevitable and necessary. The carrot is the stock option; the stick is the myth that everyone will get in big trouble if workers refuse to put shareholder wealth first.
[0] <a href="https://en.wikipedia.org/wiki/Business_Roundtable#2019_corporation_pledge" rel="nofollow">https://en.wikipedia.org/wiki/Business_Roundtable#2019_corpo...