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.
I want to thank Boing Boing for allowing me to introduce my music collection titled The Triumph of the Will Not.
Gollancz have announced a gorgeous set of new editions of William Gibson’s seminal Sprawl books, which began with 1984’s Hugo, Nebula and Philip K Dick award-winning novel Neuromancer, designed by Daniel Brown (previously), using software that created fractals based on 1970s apartment buildings.
All through 2016, Jessica Leigh Clark-Bojin (aka @ThePieous) has sent us a stream howtos for of amazing, artistic pies — an HR Giger pie, a James Bond pie, and a Predator pie. Now she’s kickstarting a set of pie templates to help you make perfect pop-culture pastry in your own kitchen.
TV antennas are making a comeback, and the Ghost Indoor HDTV antenna is a great example of why. Unlike the old bunny ear-style antennas, this compact antenna is barely noticeable and picks up channels easily. Plus with the addition of streaming services like Netflix, we find ourselves with plenty to watch without a pricey monthly cable bill. The Ghost […]
I’ve never really felt the need to purchase a smartwatch because a lot of them aren’t very functional, but at just shy of $30, the Martian Notifier Smartwatch was worth checking out. For that low of a price, it actually does feature an impressive amount of functionality, and comes in handy when you don’t want to be carrying around your […]
Geek Fuel is a subscription delivery service that caters to those of us that love comics, gaming, and general geek culture. Every month, Geek Fuel will assemble a box of goodies with a value of $50 or over. The specific items are a mystery, but you’ll always get an exclusive t-shirt not found anywhere else, a full […]