Over on Crooked Timber, Daniel Davies has uncorked a hell of a rant on the fatuous absurdity of the old saw that "corporate officers have a fiduciary duty to maximize shareholder value." He starts off by pointing out that you could maximize the profits of the company for this quarter by, for example, firing everyone -- but that the next quarter would be pretty dismal. Then he gets into the meat of it, how every conceivable action
can be justified as "maximizing value."
In real life, the business judgement rule protects more or less anything that the Creative Capitalism gang might want businesses to do. Even the paradigm example used by Posner – of a corporate chief executive making charitable donations and specifically saying that they weren’t doing it for PR purposes and that they didn’t run the company in the interests of the shareholders – doesn’t actually necessarily give rise to a situation which would fail the business judgement test, because that’s pretty much the story of Body Shop, and if the only way that a company can secure the services of a talented and energetic cosmetics executive like Anita Roddick is to give away money without regard for shareholders, then that’s in the interests of shareholders. There is, of course, a cottage industry in business school cases and the funnies pages of the Economist in proving that instances of corporate philanthropy are actually in the interests of shareholders in the long term.
What obligation? Maximise what?
And, of course, the long term is a terribly difficult thing to forecast. It would, we can presume, be pretty bad for the S&P500 index if the Antarctic ice cap melted and we all drowned. Conversely, if the continent of Africa were to develop a billion consumers in a first world economy, that would be pretty good for the share prices of most companies on the stock exchange. There is a general long time interest of all humanity in doing good (that’s why it’s called “good”) and corporations and their shareholders do, in fact, share in this general interest of humanity. If you want to argue in any particular case that an act of corporate philanthropy isn’t connected tightly enough to a specific benefit which can be appropriated by the company and that this is wrong, then go for it but don’t expect the courts to agree with you.
Old-school bOING bOING editor Jon Lebkowsky invites everyone to Cyberpunk2017, the Annual EFF/EFF-Austin SXSW Afterparty in Austin, Texas, Saturday, March 11, 2017, from 5pm to 1am! It’s free! Jon writes: Our latest EFF/EFF-Austin event takes a cyberpunk perspective on 2017, exploring how our vision of the future has changed over the last forty years of […]
The fully-funded Macchina project on Kickstarter is an Arduino-based, “open, versatile” gadget that bypasses the DRM in your car’s network, allowing you to configure it to work the way you want it to, so you can customize your car in all kinds of cool ways.
I’m touring 20 US cities (plus dates in Canada and the UK!) with my forthcoming novel Walkaway; the full tour hasn’t been announced yet, but I’m delighted to reveal that the NYC stop on May 3 will be at the New York Public Library, where my interlocutor will be the whistleblower Edward Snowden. Tickets are […]
DJI is the world’s leading designer and producer of easy-to-fly drones and aerial photography systems. If you’re a drone enthusiast, you want a DJI. If you know absolutely nothing about drones and think they’re weird, if you win a DJI you’re going to become a drone enthusiast.Enter this giveaway (for free, yes) and you’ll get a […]
Although there will never be a consensus about the best way to make coffee, any coffee connoisseur will agree that controlling the grind of your beans and balancing water temperature are the keys to a tasty cup. Since your plastic coffee pot doesn’t really allow for that kind of customization, going back to the French […]