4 ms·

"Google's board and executives are legally obligated to maximize shareholder value. Shareholders can sue otherwise." Common fallacy. No they're not, and no the

by tow21 16y ago

"Google's board and executives are legally obligated to maximize shareholder value. Shareholders can sue otherwise." Common fallacy. No they're not, and no they can't. See, eg http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1013744 http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1013744

RickHull 16y ago
Are you saying that a corporation does not have a fiduciary duty to its shareholders? That paper just expresses a limitation of conclusions that can be drawn from a single case, Dodge v Ford.
- rdouble 16y ago
  This is a counter to the commonly espoused internet-forum notion that there's some law corporations would be breaking if they don't engage in the most sociopathic behavior possible in order to "maximize shareholder value". There is in fact no such law. Bringing up Dodge vs. Ford is relevant, because that is indeed where the concept of "maximizing shareholder value" was brought up, and it's the only case ever cited. The notion that shareholders can bring about a suit in the United States because Google is not dodging enough taxes enough is absurd.
  - RickHull 16y ago
    What is the extent of a corporation's fiduciary duty to its shareholders then? See http://en.wikipedia.org/wiki/Fiduciary#Relationships http://en.wikipedia.org/wiki/Fiduciary#Relationships Under Corporation-Stockholders, Dodge v Ford is not cited.
    - rdouble 16y ago
      A corporation has no LEGAL fiduciary duty to "maximize shareholder value," that is just a business "best practice." There are actual corporate laws regarding shares and shareholders and corporate boards and whatnot, but they are mostly about trying to keep the game clean and not defrauding people, not "maximizing shareholder value." Edit: So long as we're referencing wikipedia... http://en.wikipedia.org/wiki/Dodge_v._Ford_Motor_Company http://en.wikipedia.org/wiki/Dodge_v._Ford_Motor_Company "Dodge is often misread or mistaught as setting a legal rule of shareholder wealth maximization. This was not and is not the law. Shareholder wealth maximization is a standard of conduct for officers and directors, not a legal mandate. " It's actually a very interesting case, because the DODGE in Dodge vs. Ford is actually the guys behind the Dodge motors brand. They were using their investment in Ford motors to make money in order to start their own competing car company.
- anigbrowl 16y ago
  The broader question is whether that fiduciary duty is best served by maximizing short-term profits or long-term reliability (including abstractions such as goodwill and a stable regulatory environment).

by tow21 16y ago

RickHull 16y ago

Are you saying that a corporation does not have a fiduciary duty to its shareholders? That paper just expresses a limitation of conclusions that can be drawn from a single case, Dodge v Ford.

rdouble 16y ago
This is a counter to the commonly espoused internet-forum notion that there's some law corporations would be breaking if they don't engage in the most sociopathic behavior possible in order to "maximize shareholder value". There is in fact no such law. Bringing up Dodge vs. Ford is relevant, because that is indeed where the concept of "maximizing shareholder value" was brought up, and it's the only case ever cited. The notion that shareholders can bring about a suit in the United States because Google is not dodging enough taxes enough is absurd.
- RickHull 16y ago
  What is the extent of a corporation's fiduciary duty to its shareholders then? See http://en.wikipedia.org/wiki/Fiduciary#Relationships http://en.wikipedia.org/wiki/Fiduciary#Relationships Under Corporation-Stockholders, Dodge v Ford is not cited.
  - rdouble 16y ago
    A corporation has no LEGAL fiduciary duty to "maximize shareholder value," that is just a business "best practice." There are actual corporate laws regarding shares and shareholders and corporate boards and whatnot, but they are mostly about trying to keep the game clean and not defrauding people, not "maximizing shareholder value." Edit: So long as we're referencing wikipedia... http://en.wikipedia.org/wiki/Dodge_v._Ford_Motor_Company http://en.wikipedia.org/wiki/Dodge_v._Ford_Motor_Company "Dodge is often misread or mistaught as setting a legal rule of shareholder wealth maximization. This was not and is not the law. Shareholder wealth maximization is a standard of conduct for officers and directors, not a legal mandate. " It's actually a very interesting case, because the DODGE in Dodge vs. Ford is actually the guys behind the Dodge motors brand. They were using their investment in Ford motors to make money in order to start their own competing car company.
anigbrowl 16y ago
The broader question is whether that fiduciary duty is best served by maximizing short-term profits or long-term reliability (including abstractions such as goodwill and a stable regulatory environment).