Download or read book Opting Out of Shareholder Primacy written by David G. Yosifon and published by . This book was released on 2019 with total page 48 pages. Available in PDF, EPUB and Kindle. Book excerpt: The central command of corporate governance law is that directors must serve the shareholder interest. Directors may not sacrifice shareholder value in favor of other stakeholders or values. In this Article, I examine whether this rule is mandatory, or merely a default rule which can be altered through private ordering. I argue that Delaware's corporate law, the most important corporate law in the United States, should be understood to have long-permitted deviation from shareholder primacy by charter specification. This conclusion, however, is at least complicated by the recent legislative creation of the Public Benefit Corporation (PBC). The PBC is a new form of business organization that explicitly charges directors with balancing the interests of shareholders and non-shareholders in corporate operations. The PBC innovation may lead judges to conclude that if corporate promoters want to deviate from shareholder primacy, they must do so by using the Public Benefit Corporation. The organizational and governance requirements of the PBC are highly particular, and most of its important features are mandatory. Thus, the Public Benefit Corporation may inadvertently have narrowed flexibility in the creation of corporations that alter the shareholder primacy norm, rather than expanded it, as the PBC's proponents and many commentators have presumed.A more desirable interpretation, however, is that private-ordering of corporate beneficiary is still permitted under the Delaware General Corporation Law, and that the PBC is merely one alternative structure - a non-exclusive “menu option” - which promoters seeking alternatives to shareholder wealth maximization may find convenient to use. I urge judges to adopt this second interpretation, and I urge Delaware lawmakers to clarify their intentions to avoid jurists adopting the view that the PBC is the exclusive path to multi-stakeholder governance.
Download or read book The Shareholder Value Myth written by Lynn Stout and published by Berrett-Koehler Publishers. This book was released on 2012-05-07 with total page 151 pages. Available in PDF, EPUB and Kindle. Book excerpt: An in-depth look at the trouble with shareholder value thinking and at better options for models of corporate purpose. Executives, investors, and the business press routinely chant the mantra that corporations are required to “maximize shareholder value.” In this pathbreaking book, renowned corporate expert Lynn Stout debunks the myth that corporate law mandates shareholder primacy. Stout shows how shareholder value thinking endangers not only investors but the rest of us as well, leading managers to focus myopically on short-term earnings; discouraging investment and innovation; harming employees, customers, and communities; and causing companies to indulge in reckless, sociopathic, and irresponsible behaviors. And she looks at new models of corporate purpose that better serve the needs of investors, corporations, and society. “A must-read for managers, directors, and policymakers interested in getting America back in the business of creating real value for the long term.” —Constance E. Bagley, professor, Yale School of Management; president, Academy of Legal Studies in Business; and author of Managers and the Legal Environment and Winning Legally “A compelling call for radically changing the way business is done... The Shareholder Value Myth powerfully demonstrates both the dangers of the shareholder value rule and the falseness of its alleged legal necessity.” —Joel Bakan, professor, The University of British Columbia, and author of the book and film The Corporation “Lynn Stout has a keen mind, a sharp pen, and an unbending sense of fearlessness. Her book is a must-read for anyone interested in understanding the root causes of the current financial calamity.” —Jack Willoughby, senior editor, Barron’s “Lynn Stout offers a new vision of good corporate governance that serves investors, firms, and the American economy.” —Judy Samuelson, executive director, Business and Society Program, The Aspen Institute
Download or read book A One Legged Stool How Shareholder Primacy Has Broken Business And What We Can Do About It written by Ed Chambliss and published by Best Friend Brands, LLC. This book was released on 2022-03-14 with total page 270 pages. Available in PDF, EPUB and Kindle. Book excerpt: Have you ever wondered if business needs to be so...unbalanced? Is putting shareholders above everyone else the only way for private enterprise to be successful? Is that "just the way it is?" The short answer is "no." Before "shareholder primacy" took hold in the 1970s, investors weren't more important than other stakeholders. Companies balanced the interests of all the legs of the corporate stool - customers, employees, communities, and shareholders - and everyone's life got better. So, what happened? How did we get to today, where "maximizing shareholder value" is seen as the panacea for all the world's ills? And, more importantly, what's the path forward that allows business to profit by applying its significant resources to solving society's problems, rather than making them worse? We all rely on the stool of business to elevate our lives. Let's fix it before it collapses.
Download or read book The Modern Corporation and Private Property written by Adolf Augustus Berle and published by . This book was released on 1937 with total page 396 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book The Economic Structure of Corporate Law written by Frank H. Easterbrook and published by Harvard University Press. This book was released on 1996 with total page 386 pages. Available in PDF, EPUB and Kindle. Book excerpt: This text argues that the rules and practices of corporate law mimic contractual provisions that parties involved in corporate enterprise would reach if they always bargained at zero cost and flawlessly enforced their agreements. It states that corporate l
Download or read book Shareholder Primacy as an Untenable Corporate Norm written by Yong-Shik Lee and published by . This book was released on 2023 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: A seminal case in corporate law (Dodge v. Ford Motor Co), set the cardinal principle that corporations must serve the interests of shareholders rather than the interests of employees, customers, or the community. This principle, referred to as "shareholder primacy," has been considered a tenet of the fiduciary duty owed by corporate directors. The shareholder primacy norm has influenced corporate behavior and encouraged short-term profit-seeking behavior with significant social ramifications. Corporations have been criticized for undermining the interests of employees, customers, and the community in the name of profit maximization. Shareholder Primacy as an Untenable Corporate Norm argues that corporate interests and broader social interests, such as benefits to consumers and employees, are not mutually exclusive and can be reconciled by allowing corporate managers and majority shareholders to define corporate interests more broadly, beyond the narrow confines of shareholder primacy. This monograph examines the flaws of shareholder primacy as the principle for corporate governance and discuss an alternative approach (the stakeholder approach). It also discusses the necessity of a statutory adjustment and propose legal reform to clarify the current ambiguity about the legal status of shareholder primacy.
Download or read book New Thinking on Shareholder Primacy written by Lynn A. Stout and published by . This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: By the beginning of the twenty-first century, many observers had come to believe that U.S. corporate law should, and does, embrace a “shareholder primacy” rule that requires corporate directors to maximize shareholder wealth. This Essay argues that such a view is mistaken. As a positive matter, U.S. corporate law and practice does not require directors to maximize shareholder wealth but instead grants them a wide range of discretion, constrained only at the margin by market forces, to sacrifice shareholder wealth in order to benefit other constituencies. Although recent “reforms” designed to promote greater shareholder power have begun to limit this discretion, U.S. corporate governance remains director-centric. As a normative matter, several lines of theory have emerged in modern corporate scholarship that independently suggest why director governance of public firms is desirable from shareholders' own perspective. The Essay reviews five of these lines of theory and explores why each gives us reason to believe that shareholder primacy rules in public companies in fact disadvantage shareholders. It concludes that shareholder primacy thinking in its conventional form is on the brink of intellectual collapse, and will be replaced by more sophisticated and nuanced theories of corporate structure and purpose.
Download or read book The Shareholder Value Myth written by Lynn Stout and published by ReadHowYouWant. This book was released on 2012-05 with total page 204 pages. Available in PDF, EPUB and Kindle. Book excerpt: Proves that shareholder primacy has no basis in law or economics and does not deliver better bottom - line results. Suggests better ways to think about shareholders and their relationship to corporations Written by one of America's most distinguished legal scholars, Executives, investors, and the business press routinely chant the mantra that co...
Download or read book The Shareholder Value Myth written by Lynn Stout and published by Berrett-Koehler Publishers. This book was released on 2012-05-07 with total page 146 pages. Available in PDF, EPUB and Kindle. Book excerpt: Distinguished legal scholar Stout proves that there is in fact absolutely no legal obligation for corporations to maximize shareholder value. She looks at new theories that not only better serve the needs of real human beings who invest, but of corporations and society as well.
Download or read book The Ends of Shareholder Primacy written by Nick Noonan and published by . This book was released on 2023 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Reconstructing the Corporation written by Grant M. Hayden and published by Cambridge University Press. This book was released on 2021-03-11 with total page 289 pages. Available in PDF, EPUB and Kindle. Book excerpt: Modern corporations contribute to a wide range of contemporary problems, including income inequality, global warming, and the influence of money in politics. Their relentless pursuit of profits, though, is the natural outcome of the doctrine of shareholder primacy. As the consensus around this doctrine crumbles, it has become increasingly clear that the prerogatives of corporate governance have been improperly limited to shareholders. It is time to examine shareholder primacy and its attendant governance features anew, and reorient the literature around the basic purpose of corporations. This book critically examines the current state of corporate governance law and provides decisive rebuttals to longstanding arguments for the exclusive shareholder franchise. Reconstructing the Corporation presents a new model of corporate governance - one that builds on the theory of the firm as well as a novel theory of democratic participation - to support the extension of the corporate franchise to employees.
Download or read book Radical Shareholder Primacy written by David Millon and published by . This book was released on 2014 with total page 34 pages. Available in PDF, EPUB and Kindle. Book excerpt: This article, written for a symposium on the history of corporate social responsibility, seeks to make sense of the surprising disagreement within the corporate law academy on the foundational legal question of corporate purpose: does the law require shareholder primacy or not? I argue here that disagreement on this question is due to the unappreciated ambiguity in the shareholder primacy idea. I identify two models, the 'radical' and the 'traditional.' Radical shareholder primacy originated at the University of Chicago in the later 1970s, first in the work of Daniel Fischel and then in his co-authored writings with Frank Easterbrook. The key point is the assertion that corporate management is the agent of the shareholders, charged with maximizing their wealth. There is no legal authority for this claim; Fischel drew it from the financial economists Michael Jensen and William Meckling, who used the agency idea in a non-legal sense. So those who say that this notion of shareholder primacy is not the law are correct. However, a different conception of shareholder primacy is based on the idea that shareholders hold a privileged position within the corporation's governance structure, enjoying a monopoly over voting rights and the right to bring derivative lawsuits and singled out for special mention in the traditional specification of fiduciary duties as being owed to 'the corporation and its shareholders.' In this sense, shareholders enjoy primacy over the corporation's other stakeholders, although there is no maximization mandate and corporate law is largely ineffective in allowing shareholders to insist that management privilege their interests. Nevertheless, this version of shareholder primacy is enshrined in the law, and, if the radical version's agency claim is laid to rest, there is no harm in acknowledging that fact.
Download or read book The Shareholder Primacy Norm and Sleight of Hand written by Swati Lohia and published by . This book was released on 2007 with total page 60 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book The Company written by John Micklethwait and published by Modern Library. This book was released on 2005-01-11 with total page 274 pages. Available in PDF, EPUB and Kindle. Book excerpt: Chosen by BusinessWeek as One of the Top Ten Business Books of the Year With apologies to Hegel, Marx, and Lenin, the basic unit of modern society is neither the state, nor the commune, nor the party; it is the company. From this bold premise, John Micklethwait and Adrian Wooldridge chart the rise of one of history’s great catalysts for good and evil. In a “fast-paced and well-written” work (Forbes), the authors reveal how innovations such as limitations on liability have permitted companies to rival religions and even states in importance, governing the flow of wealth and controlling human affairs–all while being largely exempt from the rules that govern our lives. The Company is that rare, remarkable book that fills a major gap we scarcely knew existed. With it, we are better able to make sense of the past four centuries, as well as the events of today.
Download or read book Corporate Governance in the Common Law World written by Christopher M. Bruner and published by Cambridge University Press. This book was released on 2013-03-29 with total page 317 pages. Available in PDF, EPUB and Kindle. Book excerpt: The corporate governance systems of Australia, Canada, the United Kingdom and the United States are often characterized as a single 'Anglo-American' system prioritizing shareholders' interests over those of other corporate stakeholders. Such generalizations, however, obscure substantial differences across the common-law world. Contrary to popular belief, shareholders in the United Kingdom and jurisdictions following its lead are far more powerful and central to the aims of the corporation than are shareholders in the United States. This book presents a new comparative theory to explain this divergence and explores the theory's ramifications for law and public policy. Bruner argues that regulatory structures affecting other stakeholders' interests - notably differing degrees of social welfare protection for employees - have decisively impacted the degree of political opposition to shareholder-centric policies across the common-law world. These dynamics remain powerful forces today, and understanding them will be vital as post-crisis reforms continue to take shape.
Download or read book The Divine Right of Capital written by Marjorie Kelly and published by Berrett-Koehler Publishers. This book was released on 2003-01-12 with total page 281 pages. Available in PDF, EPUB and Kindle. Book excerpt: Annotation In this radical critique of the corporate economy--newly updated with information on Enron and other business scandals--the cofounder and editor of "Business Ethics" questions the legitimacy of a system that gives the wealthy few disproportionate power over the many
Download or read book The History of Shareholder Primacy from Adam Smith Through the Rise of Financialism written by Judd F. Sneirson and published by . This book was released on 2020 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: Standing in the way of sustainable business efforts is the belief that corporate fiduciaries must work to maximize shareholder wealth at all costs. American corporate law in fact imposes no such obligation, yet shareholder wealth maximization remains a powerful social norm. This chapter explores the history of the shareholder primacy norm, tracing the idea from its inception, to its famous articulation in the classic case of Dodge v. Ford, through the influence of the law and economics movement and the rise of financialism at the end of the last century. The chapter then examines the current debate over shareholder primacy, sustainability, and corporate social responsibility, arguing that shareholder primacy has peaked in the United States and is meeting resistance internationally. A new norm of enlightened stakeholderism, I argue, is on the rise, pursuant to which firms aim to be not just profitable but environmentally and socially responsible, as well.
