Macey's whole article develops that idea a bit more (here: https://digitalcommons.law.yale.edu/fss_papers/1384/ https://digitalcommons.law.yale.edu/fss_papers/1

Macey's whole article develops that idea a bit more (here: https://digitalcommons.law.yale.edu/fss_papers/1384/ https://digitalcommons.law.yale.edu/fss_papers/1384/). Ford's response to the Dodge Brothers was: My ambition is to employ still more men, to spread the benefits of this industrial system to the greatest possible number, to help them build up their lives and their homes. and Macey says this was precisely the right amount to torpedo his case. If he had said less ("we're expanding"), he would have been fine. Had he said more and provided even a shred of a business justification (goodwill, better work from talented workers, expanding the customer base), he would have been fine. As it was though, he put the court in a situation where they more or less had to find that he couldn't openly do as he pleases with other people's money. Shlensky has a fairly similar fact pattern. The Cubs decision was supposedly driven by non-economic factors, namely beliefs about 'proper' baseball and possible effects on the neighborhood. However, they left open the door that these factors might themselves affect Cub's business prospects, a door that Ford slammed shut on himself. As a result, the Court found: “Plaintiff in the instant case argues that the directors are acting for reasons unrelated to the financial interest and welfare of the Cubs. However, we are not satisfied that the motives assigned to Philip K. Wrigley, and through him to the other directors, are contrary to the best interests of the corporation and the stockholders. For example, it appears to us that the effect on the surrounding neighborhood might well be considered by a director who was considering the patrons who would or would not attend the games if the park were in a poor neighborhood. Furthermore, the long run interest of the corporation in its property value at Wrigley Field might demand all efforts to keep the neighborhood from deteriorating. By these thoughts we do not mean to say that we have decided that the decision of the directors was a correct one. That is beyond our jurisdiction and ability. We are merely saying that the decision is one properly before directors and the motives alleged in the amended complaint showed no fraud, illegality or conflict of interest in their making of that decision.” (from https://casetext.com/case/shlensky-v-wrigley https://casetext.com/case/shlensky-v-wrigley)