The Shareholder Primacy Norm And Sleight Of Hand PDF Download

Are you looking for read ebook online? Search for your book and save it on your Kindle device, PC, phones or tablets. Download The Shareholder Primacy Norm And Sleight Of Hand PDF full book. Access full book title The Shareholder Primacy Norm And Sleight Of Hand.

Shareholder Primacy as an Untenable Corporate Norm

Shareholder Primacy as an Untenable Corporate Norm
Author: Yong-Shik Lee
Publisher:
Total Pages: 0
Release: 2023
Genre: BUSINESS & ECONOMICS
ISBN: 9781638282891

Download Shareholder Primacy as an Untenable Corporate Norm Book in PDF, ePub and Kindle

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.


The Shareholder Value Myth

The Shareholder Value Myth
Author: Lynn Stout
Publisher: Berrett-Koehler Publishers
Total Pages: 151
Release: 2012-05-07
Genre: Business & Economics
ISBN: 1605098167

Download The Shareholder Value Myth Book in PDF, ePub and Kindle

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


The History of Shareholder Primacy, from Adam Smith Through the Rise of Financialism

The History of Shareholder Primacy, from Adam Smith Through the Rise of Financialism
Author: Judd F. Sneirson
Publisher:
Total Pages:
Release: 2020
Genre:
ISBN:

Download The History of Shareholder Primacy, from Adam Smith Through the Rise of Financialism Book in PDF, ePub and Kindle

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.


Opting Out of Shareholder Primacy

Opting Out of Shareholder Primacy
Author: David G. Yosifon
Publisher:
Total Pages: 48
Release: 2019
Genre:
ISBN:

Download Opting Out of Shareholder Primacy Book in PDF, ePub and Kindle

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.


The Shareholder Value Myth

The Shareholder Value Myth
Author: Lynn Stout
Publisher: ReadHowYouWant
Total Pages: 204
Release: 2012-05
Genre: Business & Economics
ISBN: 9781459638693

Download The Shareholder Value Myth Book in PDF, ePub and Kindle

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...


Myth of Shareholder Primacy in English Law

Myth of Shareholder Primacy in English Law
Author: Jonathan Mukwiri
Publisher:
Total Pages: 21
Release: 2014
Genre:
ISBN:

Download Myth of Shareholder Primacy in English Law Book in PDF, ePub and Kindle

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.


Shareholder Primacy Revisited

Shareholder Primacy Revisited
Author: Jason Harris
Publisher:
Total Pages: 23
Release: 2009
Genre:
ISBN:

Download Shareholder Primacy Revisited Book in PDF, ePub and Kindle

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.


The Role of Shareholder Primacy in Institutional Choice

The Role of Shareholder Primacy in Institutional Choice
Author: Jill E. Fisch
Publisher:
Total Pages: 39
Release: 2005
Genre:
ISBN:

Download The Role of Shareholder Primacy in Institutional Choice Book in PDF, ePub and Kindle

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.