Shareholder primacy is a theory in corporate governance holding that shareholder interests should be assigned first priority relative to all other corporate stakeholders. A shareholder primacy approach often gives shareholders power to intercede directly and frequently in corporate decision-making, through such means as unilateral shareholder power to amend corporate charters, shareholder referendums on business decisions and regular corporate board election contests.[1] The shareholder primacy norm was first used by courts to resolve disputes among majority and minority shareholders, and, over time, this use of the shareholder primacy norm evolved into the modern doctrine of minority shareholder oppression.[2]

James Kee wrote in 1995 for the Mises Institute, "If private property were truly respected, shareholder interest would be the primary, or even better, the sole purpose, of the corporation."[3] However, the doctrine of shareholder primacy has been criticized for being at odds with corporate social responsibility and other legal obligations.[4]

Background edit

In their 1932 publication on foundations of United States corporate law and governanceThe Modern Corporation and Private Property[5]Adolf Berle and Gardiner Means's first introduced the idea that "shareholders are the corporation's 'true owners'."[6]

In his 1962 book, Capitalism and Freedom, the economist Milton Friedman, advanced the theory of shareholder primacy which says that "corporations have no higher purpose than maximizing profits for their shareholders." Friedman said that if corporations were to accept anything but making money for their stockholders as their primary purpose, it would "thoroughly undermine the very foundation of our free society."[6] His article, "A Friedman Doctrine: The Social Responsibility of Business is to Increase Its Profits", was published September 13, 1970, in The New York Times:[6][7]

In a free-enterprise, private-property system, a corporate executive is an employee of the owners of the business. He has direct responsibility to his employers. That responsibility is to conduct the business in accordance with their desires ... the key point is that, in his capacity as a corporate executive, the manager is the agent of the individuals who own the corporation ... and his primary responsibility is to them.

— Milton Friedman. "A Friedman Doctrine: The Social Responsibility of Business Is to Increase Its Profits". The New York Times. September 13, 1970.[7]

Shareholder primacy was famously established in the decision of Dodge v. Ford Motor Co. in 1919.[8] In Dodge v. Ford Motor Co.'s court opinion, it stated that "there should be no confusion" that "a business corporation is organized and carried on primarily for the profit of the stockholders." Because of this opinion, a precedent was set that managers had to maximize shareholder profit.

The doctrine waned in later years. In 2019, the Business Roundtable published its alternative view, focused on long-term benefits for a broad range of "stakeholders".[9]

See also edit

References edit

  1. ^ John F. Olson (May 2007). "Professor Bebchuk's Brave New World: A Reply to 'The Myth of the Shareholder Franchise'". Virginia Law Review. 93 (3): 773–787. JSTOR 25050360.
  2. ^ Smith, D. Gordon (Winter 1998). "The Shareholder Primacy Norm". Journal of Corporation Law. 23 (2). doi:10.2139/ssrn.10571. SSRN 10571.
  3. ^ James Kee (May 1995), The Ethical Corporation?, vol. 13, The Free Market.
  4. ^ Gordon Pearson (25 May 2012), "The truth about shareholder primacy", The Guardian.
  5. ^ Berle, Adolf; Means, Gardiner (1932). The Modern Corporation and Private Property. Transaction Publishers. p. 380. ISBN 0-88738-887-6. OCLC 258284924.
  6. ^ a b c Palladino, Lenore (October 1, 2019). "The Modern Corporation and Private Property The American Corporation Is in Crisis—Let's Rethink It". Boston Review. Retrieved October 29, 2019.
  7. ^ a b Friedman, Milton (September 13, 1970). "A Friedman Doctrine: The Social Responsibility of Business Is to Increase Its Profits". The New York Times. ISSN 0362-4331. Retrieved October 29, 2019.
  8. ^ 204 Mich 459 (Mich 1919).
  9. ^ Posner, Cydney (August 22, 2019). "So Long to Shareholder Primacy". Harvard Law School Forum on Corporate Governance.