71–80 of 89 posts
Is there anything that Doctorow actually enjoys and likes? I used to read his blog but it's constant negativity. He is not wrong at all but it's just not good for our mental health either.
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I was under the impression the application was more akin to 'fiduciary duty provides an executive shield for morally reprehensible corporate choices' rather than 'it provides an ability to sue someone for not following it.' Legal defense instead of offense. IANAL, correct me please.
I don’t think “morally reprehensible” is a legal standard (but i’m not a lawyer either). But to the point of this thread, there is no legal requirement that makes it so a boards fiduciary duty is in conflict with broader moral decisions, nor one that requires them to forget about their humanity when applying their duties as corporate officers. If they are assholes, its because they are assholes, not because they are…
I don't think I've ever been harmed by this stuff. Google no doubt knows a lot about me as I use their stuff and I imagine they'd show me a targeted ad if I didn't have an ad blocker but not much harm there really?
Has any Google user been actually harmed like that?
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I don’t think “morally reprehensible” is a legal standard (but i’m not a lawyer either). But to the point of this thread, there is no legal requirement that makes it so a boards fiduciary duty is in conflict with broader moral decisions, nor one that requires them to forget about their humanity when applying their duties as corporate officers. If they are assholes, its because they are assholes, not because they are…
I mean in the sense that if there's a morally distasteful business choice, but corporate officers pursue it, then are sued, a solid defense is claiming fiduciary duty. To wit, they thought it would make the company money.
Generally I’m not aware of any civil claim that would let shareholders sue over bad morals.
>The harms of mass commercial surveillance were never hard to foresee. I don't think I've ever been harmed by this stuff. Google no doubt knows a lot about me as I use their stuff and I imagine they'd show me a targeted ad if I didn't have an ad blocker but not much harm there really? Has any Google user been actually harmed like that?
Well, actually it does harm individuals by forcing them to buy something they didn't want to buy through targeted ads. Examples: https://news.ycombinator.com/item?id=45565346
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Fiduciary duty isn't a myth! It just doesn't mean what people claim it means.
Will you enlighten us?
Considering the vast majority of US corporations are incorporated in Delaware, I think it's accurate to say most US companies only aim to maximize shareholder value.
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Will you enlighten us?
It depends on your legal jurisdiction but it means COs need to act in the corporation's best interest and not their own. In some places, that requires them to take shareholders' interests into account (especially for mergers or takeovers) but also the employees, consumers or creditors. In the US and notably Delaware, courts generally value shareholder value over anything else. Considering the vast majority of US corp…
"Fiduciary duty" is a duty to operate in good faith, without self-dealing, in whatever (1) you believe to be (2) the best interests of the company. Both (1) and (2) are totally subjective. You can believe the best interests of your company reside with employee welfare, or with customer satisfaction. You will not find a Delaware case that says otherwise.
So far as I know, the only time the actual value of a company's equity comes into the picture is if there are multiple competing offers to acquire the company.
>The harms of mass commercial surveillance were never hard to foresee. I don't think I've ever been harmed by this stuff. Google no doubt knows a lot about me as I use their stuff and I imagine they'd show me a targeted ad if I didn't have an ad blocker but not much harm there really? Has any Google user been actually harmed like that?
It doesn't harm individuals, unless you speak against the government and they don't like you. Then you are in trouble, since it becomes very easy to find you or find something against you. This is how it harms the freedom of speech and democracy. Everyone should have privacy to protect the activists and journalists. It’s sort of like freedom of speech is necessary not just for journalists, but for everyone, even if y…
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It depends on your legal jurisdiction but it means COs need to act in the corporation's best interest and not their own. In some places, that requires them to take shareholders' interests into account (especially for mergers or takeovers) but also the employees, consumers or creditors. In the US and notably Delaware, courts generally value shareholder value over anything else. Considering the vast majority of US corp…
No, Delaware does not in fact require corporations to "maximize shareholder value". That simply isn't a real thing. "Fiduciary duty" is a duty to operate in good faith, without self-dealing, in whatever (1) you believe to be (2) the best interests of the company. Both (1) and (2) are totally subjective. You can believe the best interests of your company reside with employee welfare, or with customer satisfaction. You…
In eBay vs Newmark: >Having chosen a for-profit corporate form, the craigslist directors are bound by the fiduciary duties and standards that accompany that form. Those standards include acting to promote the value of the corporation for the benefit of its stockholders. The “Inc.” after the company name has to mean at least that. Thus, I cannot accept as valid for the purposes of implementing the Rights Plan a corporate policy that specifically, clearly, and admittedly seeks not to maximize the economic value of a for-profit Delaware corporation for the benefit of its stockholders—no matter whether those stockholders are individuals of modest means or a corporate titan of online commerce.
https://courts.delaware.gov/Opinions/Download.aspx?id=143440
In the Trados case: >It is, of course, accepted that a corporation may take steps, such as giving charitable contributions or paying higher wages, that do not maximize profits currently. They may do so, however, because such activities are rationalized as producing greater profits over the long-term. Decisions of this nature benefit the corporation as a whole, and by increasing the value of the corporation, the directors increase the share of value available for the residual claimants. Judicial opinions therefore often refer to directors owing fiduciary duties ―to the corporation and its shareholders. This formulation captures the foundational relationship in which directors owe duties to the corporation for the ultimate benefit of the entity‘s residual claimants. Nevertheless, ―stockholders‘ best interest must always, within legal limits, be the end. Other constituencies may be considered only instrumentally to advance that end.
https://courts.delaware.gov/opinions/download.aspx?ID=193520
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No, Delaware does not in fact require corporations to "maximize shareholder value". That simply isn't a real thing. "Fiduciary duty" is a duty to operate in good faith, without self-dealing, in whatever (1) you believe to be (2) the best interests of the company. Both (1) and (2) are totally subjective. You can believe the best interests of your company reside with employee welfare, or with customer satisfaction. You…
It definitely is a thing in the eyes of Delaware courts: In eBay vs Newmark: >Having chosen a for-profit corporate form, the craigslist directors are bound by the fiduciary duties and standards that accompany that form. Those standards include acting to promote the value of the corporation for the benefit of its stockholders. The “Inc.” after the company name has to mean at least that. Thus, I cannot accept as valid…