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> Boards have a fiduciary duty to the shareholders. As an all-cash offer, this generates for the shareholders a substantial return with NO RISK, and so the boar

> Boards have a fiduciary duty to the shareholders. As an all-cash offer, this generates for the shareholders a substantial return with NO RISK, and so the board has a serious legal obligation to carefully review this offer and make a decision. The fact that their primary concern has to be for their shareholders and not whether the sale will be good at all for the rest of humanity is a huge problem in my eyes.

dragonwriter 5y ago
> The fact that their primary concern has to be for their shareholders and not whether the sale will be good at all for the rest of humanity is a huge problem in my eyes Welcome to capitalism.
mgfist 5y ago
Shareholders can vote no. It's why having a majority shareholder is so powerful. But also it's the job of the regulatory body to be the check for society
deleted 5y ago
[deleted]
qez 5y ago
Who decides what's right for humanity? Someone has to. How about the owners... aka the shareholders.
- andrepd 5y ago
  Why should a very small number of people with capital decide that? Clearly that's not very democratic.
  - yellow_postit 5y ago
    What system would you propose? Shareholders seems like the best of the worst type scenarios. They have skin in the game, they are countable, they have legal status.
  - Karrot_Kream 5y ago
    Why is Twitter important enough to require democratic stewardship? Lots of people don't use Twitter; it's the least used platform among all the other social media companies. When you're thinking about stewarding capital democratically, think about where the lines are, and why. The critique I'm reading behind the lines here is that Twitter, despite being a private institution, has a large amount of impact on society and so should be subject to democratic oversight. I'm not sure that's the reality; Twitter is a failing business with a stagnant, albeit highly engaged, userbase. It's unclear to me why we should subject Twitter to democratic control for the good of its small userbase. If anything that critique would be more applicable to something like Facebook in the US or WhatsApp in other countries (HK, India, etc) which actually have come to take a sort of infrastructural role in communications. Twitter does not have this role. Should the government have stepped in during the Tumblr acquisition? That's the tricky thing with making the case to steward corporations democratically. Just for example, my parents don't know anything about Twitter except its name. I think they would find the government regulating Twitter to be an overreach of democracy simply because it's not something they know or even care about.
  - cercatrova 5y ago
    Because...they own the company? They literally hold shares representing their ownership of the company and then vote on what to do with said company. That is democratic.
kebman 5y ago
What is it that you think is good or bad for the rest of humanity about this potential sale?
- coolso 5y ago
  - andrepd 5y ago
    I've read this 3 times and I still don't understand what you're trying to say.
    - boppo1 5y ago
      He's saying Twitter is very left-leaning and censors criticism of progressive tweets.
      - andrepd 5y ago
        But isn't this demonstrably false? (Not even to mention that "progressive" in this context seems to mean something very different from the dictionary definition).
        water8 5y ago
        Just as much as it's demonstrably true.
        jokethrowaway 5y ago
        Which Twitter are you using? Pick up any conservative YouTube video talking about social media and you'll see plenty of examples. One example that comes to mind is Hunter Biden's laptop (recently confirmed as true, even by left wing publications) being censured vs all the Trump's Russian allegations (which didn't go anywhere) which weren't.
        5y ago
cloutchaser 5y ago
China has a different model. Perhaps move there and try that?
CivBase 5y ago
> The fact that their primary concern has to be for their shareholders and not whether the sale will be good at all for the rest of humanity is a huge problem in my eyes. I know very little about public trading or the laws regarding it - especially compared to many other HN users - but here's my novice response: Think about why that's a rule. The board doesn't own the company; the shareholders do. The board's role is to make decisions on behalf of the shareholders. The rule exists to ensure they do exactly that. A board deciding to financially harm the investors they represent for the "good of humanity" goes against the very concept of investment. A public company intentionally acting against the financial interests of its owners would see its stock value immediately collapse, causing immense damage to its shareholders, employees, and customers. If you want a company to act "for the good of humanity", it has to either be privately owned or align with the financial interests of its investors.
- RaymondDeWitt 5y ago
  BINGO
- andrepd 5y ago
  That's all very well and good but aren't you arguing in a circle? You're essentially saying "since shareholders have absolute power over an enterprise, therefore they have absolute power over the enterprise". Sure, but we're arguing that it's not a good idea to have companies be immune to any public accountability or and democratic control. In fact we already do this: there are myriad laws that constrain the behaviour of companies: rules about financing, transparency, pollution, taxes, etc.
  - CivBase 5y ago
    I read the comment as being a complaint specifically about the rule that board members should have to act in the financial interest of shareholders. If the intention was to criticize ownership rights of shareholders or to argue for legal limitations on the powers of a company's owners, then my response definitely doesn't address that.
    - 5y ago
RaymondDeWitt 5y ago
If someone offers to purchase your home or other property, the decision to accept that offer lay with the property owner(s), not the municipality, county, or state who may or may not consider impact to humanity. In what utopia do you think we live?
- seizethegdgap 5y ago
  You're comparing apples to Zanzibar. You don't have 300 million people (including heads of state) outside your house (that you jointly own with millions of other people) standing on your lawn interacting with each other and the rest of the world.
  - kbenson 5y ago
    You likely do have people or organizations on the loan to your house though, and they don't really get a say most of the time as long as they can be paid off. What if instead of a house we were talking about a small business that serves people. Can that business not sell itself to someone else? Property rights and the government stepping in to force changes don't interact well, and goes against a free market type system. The government does step in sometimes, but usually when they see what's being done as being anti-competitive and hurting people through reducing market effectiveness, not just because they've made some moral judgement. Personally I'm happy they're not doing the latter, I suspect quite a lot of people would not agree with the judgements they were making at any specific time, depending on the specific groups in power.
    - UncleMeat 5y ago
      People claim that free markets, capitalism, and government noninterference lead to good outcomes. Then when we look at examples of these things causing harm rather than leading to good outcomes, people shout and say "Hey you can't do that, its a free market!" If people want to use the argument that free markets should be able to cause harm if they want then people need to stop using the argument that free markets are good because of all the good they consistently do.
Digory 5y ago
I echo /u/Babypuncher’s call for human idealism. Legally, the Board can consider stakeholder goals and morality. I think if Musk announced a profitable-but-legal foray into genocide, you could urge shareholders to reject it, and no court will hold otherwise. But at some point the shareholders can overrule you. And in those cases, we find management’s highest goal is usually preserving their own special salary, not the “interests of humanity.”
carlosdp 5y ago
If you want that to be the primary concern, start a B-Corp[1], not a C-Corp. There's plenty of successful public benefit corporations! [1] https://en.wikipedia.org/wiki/B_Corporation_(certification) https://en.wikipedia.org/wiki/B_Corporation_(certification)

dragonwriter 5y ago

> The fact that their primary concern has to be for their shareholders and not whether the sale will be good at all for the rest of humanity is a huge problem in my eyes Welcome to capitalism.

mgfist 5y ago

Shareholders can vote no. It's why having a majority shareholder is so powerful. But also it's the job of the regulatory body to be the check for society

deleted 5y ago

[deleted]

qez 5y ago

Who decides what's right for humanity? Someone has to. How about the owners... aka the shareholders.

andrepd 5y ago
Why should a very small number of people with capital decide that? Clearly that's not very democratic.
- yellow_postit 5y ago
  What system would you propose? Shareholders seems like the best of the worst type scenarios. They have skin in the game, they are countable, they have legal status.
- Karrot_Kream 5y ago
  Why is Twitter important enough to require democratic stewardship? Lots of people don't use Twitter; it's the least used platform among all the other social media companies. When you're thinking about stewarding capital democratically, think about where the lines are, and why. The critique I'm reading behind the lines here is that Twitter, despite being a private institution, has a large amount of impact on society and so should be subject to democratic oversight. I'm not sure that's the reality; Twitter is a failing business with a stagnant, albeit highly engaged, userbase. It's unclear to me why we should subject Twitter to democratic control for the good of its small userbase. If anything that critique would be more applicable to something like Facebook in the US or WhatsApp in other countries (HK, India, etc) which actually have come to take a sort of infrastructural role in communications. Twitter does not have this role. Should the government have stepped in during the Tumblr acquisition? That's the tricky thing with making the case to steward corporations democratically. Just for example, my parents don't know anything about Twitter except its name. I think they would find the government regulating Twitter to be an overreach of democracy simply because it's not something they know or even care about.
- cercatrova 5y ago
  Because...they own the company? They literally hold shares representing their ownership of the company and then vote on what to do with said company. That is democratic.

kebman 5y ago

What is it that you think is good or bad for the rest of humanity about this potential sale?

coolso 5y ago
- andrepd 5y ago
  I've read this 3 times and I still don't understand what you're trying to say.
  - boppo1 5y ago
    He's saying Twitter is very left-leaning and censors criticism of progressive tweets.
    - andrepd 5y ago
      But isn't this demonstrably false? (Not even to mention that "progressive" in this context seems to mean something very different from the dictionary definition).
      - water8 5y ago
        Just as much as it's demonstrably true.
      - jokethrowaway 5y ago
        Which Twitter are you using? Pick up any conservative YouTube video talking about social media and you'll see plenty of examples. One example that comes to mind is Hunter Biden's laptop (recently confirmed as true, even by left wing publications) being censured vs all the Trump's Russian allegations (which didn't go anywhere) which weren't.
        5y ago

cloutchaser 5y ago

China has a different model. Perhaps move there and try that?

CivBase 5y ago

> The fact that their primary concern has to be for their shareholders and not whether the sale will be good at all for the rest of humanity is a huge problem in my eyes. I know very little about public trading or the laws regarding it - especially compared to many other HN users - but here's my novice response: Think about why that's a rule. The board doesn't own the company; the shareholders do. The board's role is to make decisions on behalf of the shareholders. The rule exists to ensure they do exactly that. A board deciding to financially harm the investors they represent for the "good of humanity" goes against the very concept of investment. A public company intentionally acting against the financial interests of its owners would see its stock value immediately collapse, causing immense damage to its shareholders, employees, and customers. If you want a company to act "for the good of humanity", it has to either be privately owned or align with the financial interests of its investors.

RaymondDeWitt 5y ago
BINGO
andrepd 5y ago
That's all very well and good but aren't you arguing in a circle? You're essentially saying "since shareholders have absolute power over an enterprise, therefore they have absolute power over the enterprise". Sure, but we're arguing that it's not a good idea to have companies be immune to any public accountability or and democratic control. In fact we already do this: there are myriad laws that constrain the behaviour of companies: rules about financing, transparency, pollution, taxes, etc.
- CivBase 5y ago
  I read the comment as being a complaint specifically about the rule that board members should have to act in the financial interest of shareholders. If the intention was to criticize ownership rights of shareholders or to argue for legal limitations on the powers of a company's owners, then my response definitely doesn't address that.
  - 5y ago

RaymondDeWitt 5y ago

If someone offers to purchase your home or other property, the decision to accept that offer lay with the property owner(s), not the municipality, county, or state who may or may not consider impact to humanity. In what utopia do you think we live?

seizethegdgap 5y ago
You're comparing apples to Zanzibar. You don't have 300 million people (including heads of state) outside your house (that you jointly own with millions of other people) standing on your lawn interacting with each other and the rest of the world.
- kbenson 5y ago
  You likely do have people or organizations on the loan to your house though, and they don't really get a say most of the time as long as they can be paid off. What if instead of a house we were talking about a small business that serves people. Can that business not sell itself to someone else? Property rights and the government stepping in to force changes don't interact well, and goes against a free market type system. The government does step in sometimes, but usually when they see what's being done as being anti-competitive and hurting people through reducing market effectiveness, not just because they've made some moral judgement. Personally I'm happy they're not doing the latter, I suspect quite a lot of people would not agree with the judgements they were making at any specific time, depending on the specific groups in power.
  - UncleMeat 5y ago
    People claim that free markets, capitalism, and government noninterference lead to good outcomes. Then when we look at examples of these things causing harm rather than leading to good outcomes, people shout and say "Hey you can't do that, its a free market!" If people want to use the argument that free markets should be able to cause harm if they want then people need to stop using the argument that free markets are good because of all the good they consistently do.

Digory 5y ago

I echo /u/Babypuncher’s call for human idealism. Legally, the Board can consider stakeholder goals and morality. I think if Musk announced a profitable-but-legal foray into genocide, you could urge shareholders to reject it, and no court will hold otherwise. But at some point the shareholders can overrule you. And in those cases, we find management’s highest goal is usually preserving their own special salary, not the “interests of humanity.”

carlosdp 5y ago

If you want that to be the primary concern, start a B-Corp[1], not a C-Corp. There's plenty of successful public benefit corporations! [1] https://en.wikipedia.org/wiki/B_Corporation_(certification) https://en.wikipedia.org/wiki/B_Corporation_(certification)