O captain my captain vintage shirt
The actual court cases in which shareholder duties come up tend to be buyouts and acquisitions. For example, if a board has decided to sell the company and some investor offers the board a mega-buck bid on the condition that the board fire the senior management (and perhaps most of the members of the board itself), the board may balk, and at that point its likely to end up in court. One reason it comes up in this situation and not in ethics situations is that people that care about buyouts have more money to hire expensive and talented lawyers than people that care about ethics. Also the law says that the board must act in the interests of shareholders, and mot one particular shareholder. This comes up a lot with minority shareholders.
One reason I'm extremely negative about this line of thinking is that people that say "the law says we must make a profit" they are usually trying to make some weak moral excuse that is not supported by the law. When people start talking ethics, then we get all legal, but when the board pays senior management huge bonuses for doing nothing, suddenly no one invokes the law even though that's a much bigger breach of fiduciary duties.
One reason I'm extremely negative about this line of thinking is that people that say "the law says we must make a profit" they are usually trying to make some weak moral excuse that is not supported by the law. When people start talking ethics, then we get all legal, but when the board pays senior management huge bonuses for doing nothing, suddenly no one invokes the law even though that's a much bigger breach of fiduciary duties.
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