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 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 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.

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 Shareholder Primacy Vs Stakeholder Theory written by David Rönnegard and published by . This book was released on 2018 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Myth of Shareholder Primacy in English Law written by Jonathan Mukwiri and published by . This book was released on 2014 with total page 21 pages. Available in PDF, EPUB and Kindle. Book excerpt: By virtue of section 172 of the Companies Act 2006, the concept of Enlightened Shareholder Value, which is an extension of Shareholder Primacy norm, is now enshrined into English law as the basis of corporate governance. Prior to the Companies Act 2006, much was written about shareholder primacy, which assumed it to be the basis of corporate governance in English law. But what has rarely been discussed is the validity of that assumption. Was shareholder primacy a legal norm in English law prior to the Companies Act 2006? Did the case law that are purported to have supported shareholder primacy really support it? In testing the validity of the shareholder primacy assumption, this article examines its purported legal sources rather than its merits. The ultimate shareholder primacy norm is that directors are agents of shareholders, and that directors are under fundamental obligation to run the company in the interest of the shareholders. This article finds that directors owed no such legal obligation to shareholders, that the confusion was based on the historical application of partnership principles to company law, and that a contextual reading of case law reveals that the theory would have been at odds with the elementary tenet of corporate legal personality. This article also finds that although shareholder primacy norm has since been enshrined in the Companies Act 2006, albeit as Enlightened Shareholder Value, it remains at odds with the legal personality tenet and provides a right without corresponding legal remedy.

Download or read book Shareholder Primacy Revisited written by Jason Harris and published by . This book was released on 2009 with total page 23 pages. Available in PDF, EPUB and Kindle. Book excerpt: The conventional view of corporate regulation is that corporations are to be managed for the benefit of their shareholders. The general law and statutory duties of directors and officers reflect this quot;shareholder primacy norm,quot; with duties formulated to prevent directors acting otherwise than in the interests of shareholders. However, the general law and statutory duties are not identical. The remedies and enforcement mechanisms differ considerably, which raises the question as to whether the public enforcement of statutory duties carries with it a public interest mandate that general law duties do not. This paper considers what role the public interest should have in enforcing statutory duties and whether such a role represents a challenge to the dominant shareholder primacy norm of corporate law. This issue is highly topical as recent decisions have suggested that the statutory duties of directors and officers are limited in their scope to protecting the interests of shareholders, even to the detriment of the public interest. We contest that viewpoint and argue that, at least in relation to statutory duties, directors and officers have obligations that extend beyond the narrow conception of the protection of shareholder wealth.

Download or read book The Role of Shareholder Primacy in Institutional Choice written by Jill E. Fisch and published by . This book was released on 2005 with total page 39 pages. Available in PDF, EPUB and Kindle. Book excerpt: An extensive body of empirical research evaluates corporate law in terms of its effect on shareholder wealth and, based on this effect, makes efficiency claims designed to influence regulatory policy. Central to these claims is the premise that the principal objective of the corporation is the maximization of shareholder wealth. By defining regulatory efficiency in terms of shareholder wealth, the literature relies on the shareholder primacy norm to equate shareholder value with firm value.This Article challenges both the positive and the normative foundations of the shareholder primacy norm. The Article demonstrates that existing legal doctrine does not require corporations to maximize shareholder wealth at the expense of other stakeholder interests. Although economic analysis offers a theoretical defense of shareholder primacy, its conclusions are based on strong and questionable assumptions about the market conditions in which the corporation operates. Finally, the Article explores and rejects the argument that shareholder primacy may be grounded in existing limits on management fiduciary duties, offering an alternative defense of those limits in terms of comparative institutional analysis.Justifying the evaluation of corporate performance in terms of shareholder wealth is critical to empirical claims of regulatory efficiency. The presence of other stakeholders, whose interests in the firm may be not reflected in an assessment of shareholder value, raises questions about efficiency analyses that do not incorporate those interests into their assessment of firm value. Alternative conceptions of firm value suggest that empirical scholars need to offer better and explicit justifications for their reliance on shareholder wealth and, more importantly, for their argument that shareholder wealth effects should dominate regulatory policy.

Download or read book A Legal Theory of Shareholder Primacy written by Robert J. Rhee and published by . This book was released on 2017 with total page 59 pages. Available in PDF, EPUB and Kindle. Book excerpt: Shareholder primacy is the most fundamental concept in corporate law and corporate governance. It is widely embraced in the business, legal, and academic communities. Economic analysis and policy arguments advance a normative theory that corporate managers should maximize shareholder wealth. Academic literature invariably describes shareholder primacy as a “norm.” But whether the concept is “law” is contested because, remarkably, we still do not have a coherent legal theory. Our understanding of a fundamental tenet of the field is flawed and incomplete. This article presents a positive legal theory of shareholder primacy. It answers the questions: Is shareholder primacy law? What form of law is it? How does it work? The core prescription to maximize profit is misunderstood as a social norm because it cannot be in the form of an enforceable rule, the framework of a board's fiduciary duty. Such form of law would be internally incoherent with the structure of corporate law. However, to influence behavior the concept of law is not limited to a rule-sanction form. Pervasive judicial acceptance of a principle can legitimate a rule and thus impose a strong internal sense of obligation. This article conducts the first empirical study of case law discussing profit maximization for the period 1900 to 2016. It shows that shareholder primacy has become a Hartian obligation and a rule of law. The rule does not exist in a single locus duty, but instead is a filamentary principle that weaves through many other rules of corporate law and the architecture of the corporate and market systems. This article shows how the obligation, albeit unenforceable, is efficacious nonetheless.

Download or read book Shareholder Primacy Corporate Social Responsibility and the Role of Business Schools written by N. Craig Smith and published by . This book was released on 2014 with total page 44 pages. Available in PDF, EPUB and Kindle. Book excerpt: This paper examines the Shareholder Primacy Norm (SPN) as a widely acknowledged impediment to corporate social responsibility and explores the role of business schools in promoting the SPN but also potentially as an avenue for change by addressing misconceptions about shareholder primacy and the purpose of business. We start by explaining the SPN and then review its status under US and UK law and show that it is not a legal requirement, at least under the guise of shareholder value maximization. This is in contrast to the common assertion that managers are legally constrained from addressing CSR issues if doing so would be inconsistent with the economic interests of shareholders. Nonetheless, while the SPN might be muted as a legal norm, we show that it is certainly evident as a social norm among managers and in business schools -- reflective, in part, of the sole voting rights of shareholders on corporate boards and of the dominance of shareholder theory -- and justifiably so in the view of many managers and business academics. We argue that this view is misguided, not least when associated with claims of a purported legally enforceable requirement to maximize shareholder value. We propose two ways by which the influence of the SPN among managers might be attenuated: extending fiduciary duties of executives to non-shareholder stakeholders and changes in business school teaching such that it covers a plurality of conceptions of the purpose of the corporation.

Download or read book Company Law and Sustainability written by Beate Sjåfjell and published by Cambridge University Press. This book was released on 2015-05-21 with total page 373 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book advances an innovative, multi-jurisdictional argument for the necessity of company law reform to reorient companies towards environmental sustainability.

Download or read book Corporate Governance written by Robert A. G. Monks and published by Wiley-Blackwell. This book was released on 2003-12-19 with total page 584 pages. Available in PDF, EPUB and Kindle. Book excerpt: In the wake of the dramatic series of corporate meltdowns: Enron; Tyco; Adelphia; WorldCom; the timely new edition of this successful text provides students and business professionals with a welcome update of the key issues facing managers, boards of directors, investors, and shareholders. In addition to its authoritative overview of the history, the myth and the reality of corporate governance, this new edition has been updated to include: analysis of the latest cases of corporate disaster; An overview of corporate governance guidelines and codes of practice in developing and emerging markets new cases: Adelphia; Arthur Andersen; Tyco Laboratories; Worldcom; Gerstner's pay packet at IBM Once again in the new edition of their textbook, Robert A. G. Monks and Nell Minow show clearly the role of corporate governance in making sure the right questions are asked and the necessary checks and balances in place to protect the long-term, sustainable value of the enterprise. A CD-ROM containing a comprehensive case study of the Enron collapse, complete with senate hearings and video footage, accompanies the text. Further lecturer resources and links are available at www.blackwellpublishing.com/monks

Download or read book Capitalism and Desire written by Todd McGowan and published by Columbia University Press. This book was released on 2016-09-20 with total page 305 pages. Available in PDF, EPUB and Kindle. Book excerpt: Despite creating vast inequalities and propping up reactionary world regimes, capitalism has many passionate defenders—but not because of what it withholds from some and gives to others. Capitalism dominates, Todd McGowan argues, because it mimics the structure of our desire while hiding the trauma that the system inflicts upon it. People from all backgrounds enjoy what capitalism provides, but at the same time are told more and better is yet to come. Capitalism traps us through an incomplete satisfaction that compels us after the new, the better, and the more. Capitalism's parasitic relationship to our desires gives it the illusion of corresponding to our natural impulses, which is how capitalism's defenders characterize it. By understanding this psychic strategy, McGowan hopes to divest us of our addiction to capitalist enrichment and help us rediscover enjoyment as we actually experienced it. By locating it in the present, McGowan frees us from our attachment to a better future and the belief that capitalism is an essential outgrowth of human nature. From this perspective, our economic, social, and political worlds open up to real political change. Eloquent and enlivened by examples from film, television, consumer culture, and everyday life, Capitalism and Desire brings a new, psychoanalytically grounded approach to political and social theory.

Download or read book The Transformation of Welfare States written by Nick Ellison and published by Routledge. This book was released on 2006-04-07 with total page 238 pages. Available in PDF, EPUB and Kindle. Book excerpt: 'Globalization', institutions and welfare regimes -- The challenge of globalization -- Globalization and welfare regime change -- Towards workfare? : changing labour market policies -- Labour market policies in social democratic and continental regimes -- Population ageing, GEPs and changing pensions systems -- Pensions policies in continental and social regimes -- Conclusion : welfare regimes in a liberalizing world.

Download or read book Justice and Its Surroundings written by Anthony De Jasay and published by Amagi Books. This book was released on 2002 with total page 366 pages. Available in PDF, EPUB and Kindle. Book excerpt: Libertarian (in the right-wing sense) political philosopher de Jasay presents 17 essays on his conception of justice and issues that he sees as surrounding the concept of justice: the state, the redistribution of income and wealth, the benefits and burdens between those who make collective choices and those who submit to them, the shaping of economic and social institutions so as to make them fit a unified ideology, and the problem of individual liberty. Annotation copyrighted by Book News, Inc., Portland, OR

Download or read book Classical Rhetoric in the Middle Ages written by John O. Ward and published by BRILL. This book was released on 2018-12-24 with total page 724 pages. Available in PDF, EPUB and Kindle. Book excerpt: Classical Rhetoric in the Middle Ages: The Medieval Rhetors and Their Art 400-1300, with Manuscript Survey to 1500 CE is a completely updated version of John Ward’s much-used doctoral thesis of 1972, and is the definitive treatment of this fundamental aspect of medieval and rhetorical culture.

Download or read book The Unmaking of Arab Socialism written by Ali Kadri and published by Anthem Press. This book was released on 2016-10-01 with total page 310 pages. Available in PDF, EPUB and Kindle. Book excerpt: Conditions of malnutrition, conflict, or a combination of both characterize many Arab countries, but this was not always so. As in much of the developing world, the immediate post-independence period represented an age of hope and relative prosperity. But imperialism did not sleep while these countries developed, and it soon intervened to destroy these post-independence achievements. The two principal defeats and losses of territory to Israel in 1967 and 1973, as well as the others that followed, left in their wake more than the destruction of assets and the loss of human lives: the Arab World lost its ideology of resistance. The Unmaking of Arab Socialism is an attempt to understand the reasons for Arab world's developmental descent from the pinnacle of Arab socialism to its present desolate conditions through an examination of the post-colonial histories of Egypt, Syria, and Iraq.