This is a common misconception based on an argument put forward my Milton Friedman. It’s based on legal cases where CEOs were taken to court for knowingly defrauding shareholders for their own personal gain (say, selling all of a companies assets of the company to a different company the ceo owns privately for a single dollar).
Friedman argued that these cases set precedent that meant all CEO were legally obligated to maximize shareholder value and could be held legally accountable for not doing so. Friedman was wrong about this, like many other things he said, as he was not a lawyer, nor a particularly good economist. No CEO has even been successfully sued for “failing to maximize shareholder value” despite some people taking Friedman’s work to heart and trying to do so.
It comes from the case against Henry Ford after he saw his company was making gobs of cash and decided to give some of that to his employees. Shareholders successfully sued him to stop this on the grounds that he has a fiduciary duty to shareholders.
He was sued for miss use of company profits, not for failing to maximize profits.
He took profits and was reinvesting in new plants and cutting car prices, while also ending dividend payments to do so. That was the crux of the case, ending dividend payments despite having money to continue paying them. This case is routinely held up as an example of shareholder primacy but has been dismissed as an example of such by most modern thinkers In the field, in large part because the court also ruled that he had final say on how to proceed with company operation. Increasing worker pay was not the issue, ending dividends to make capital investment was.
Edit: also, I should clarify, he was the majority share holder, and the minority shareholders could thus not replace him with someone willing to pay dividends. He was not being sued for failing to seek profits, he was being sued for holding those profits hostage from other shareholders.
This is a common misconception based on an argument put forward my Milton Friedman. It’s based on legal cases where CEOs were taken to court for knowingly defrauding shareholders for their own personal gain (say, selling all of a companies assets of the company to a different company the ceo owns privately for a single dollar).
Friedman argued that these cases set precedent that meant all CEO were legally obligated to maximize shareholder value and could be held legally accountable for not doing so. Friedman was wrong about this, like many other things he said, as he was not a lawyer, nor a particularly good economist. No CEO has even been successfully sued for “failing to maximize shareholder value” despite some people taking Friedman’s work to heart and trying to do so.
It comes from the case against Henry Ford after he saw his company was making gobs of cash and decided to give some of that to his employees. Shareholders successfully sued him to stop this on the grounds that he has a fiduciary duty to shareholders.
https://en.m.wikipedia.org/wiki/Dodge_v._Ford_Motor_Co.
As with anything legal, there is nuance, but the basic assertion that there is fiduciary duty to shareholders is not wrong.
He was sued for miss use of company profits, not for failing to maximize profits.
He took profits and was reinvesting in new plants and cutting car prices, while also ending dividend payments to do so. That was the crux of the case, ending dividend payments despite having money to continue paying them. This case is routinely held up as an example of shareholder primacy but has been dismissed as an example of such by most modern thinkers In the field, in large part because the court also ruled that he had final say on how to proceed with company operation. Increasing worker pay was not the issue, ending dividends to make capital investment was.
Edit: also, I should clarify, he was the majority share holder, and the minority shareholders could thus not replace him with someone willing to pay dividends. He was not being sued for failing to seek profits, he was being sued for holding those profits hostage from other shareholders.
I guess it depends on what jurisdiction you’re in huh