Shareholder Wealth Maximization: Variations on a Theme

50 Pages Posted: 18 Feb 2023 Last revised: 17 Mar 2023

See all articles by Dalia Tsuk Mitchell

Dalia Tsuk Mitchell

George Washington University Law School

Date Written: September 19, 2022

Abstract

In the debate over whether a corporation’s primary purpose is to make money for shareholders or protect the interests of all stakeholders, including employees and customers, some argue that corporate law requires directors and corporations to serve primarily shareholder economic interests. This paper's review of the history of corporate law suggests otherwise. Analysis of the cases reveals that judges did not sanction “shareholder wealth maximization,” but used that rhetoric to legitimate management’s dominion. Early in the twentieth century, amidst the rise of the publicly held corporation, insisting that corporations maximize profit for their shareholders was a means of protecting minority shareholders’ interests against potential abuse of power by the control group. By midcentury, however, courts began using the rhetoric of profit maximization to balance growing entrepreneurial freedom with assurances to individual shareholders, who were typically invested for steady income, that their investments would remain gainful. As courts moved away from strict prohibition of conflict-of-interest transactions to the more relaxed fairness standard, summarily dismissing allegations of breaches of fiduciary duties, judges included statements in dicta about profits the defendant directors generated for their corporations. In the 1980s, just as corporations and financiers replaced the minority, individual shareholder as typical plaintiffs in corporate litigation, the Delaware courts, informed by modern finance theory, explicitly made share price an element of the fairness standard of review. Revlon’s memorable charge that directors must get “the best price for the stockholders at a sale of the company” was an application of this standard. Since Revlon, shareholder wealth maximization has remained a powerful tool of assuring shareholders that corporations are run for their benefit while simultaneously guaranteeing corporate managers’ freedom, in fact providing directors with rhetoric to justify their actions.

Keywords: Corporate Purpose, Shareholder Wealth Maximization, Minority Shareholders, Fiduciary Duties, Corporate Governance, Legal History, Dodge v. Ford, Bayer v. Beran, Revlon

JEL Classification: K22, K29

Suggested Citation

Tsuk Mitchell, Dalia, Shareholder Wealth Maximization: Variations on a Theme (September 19, 2022). University of Pennsylvania Journal of Business Law, Vol. 24, No. 3, 2022, pp. 700-749, GWU Legal Studies Research Paper No. 2023-17, GWU Law School Public Law Research Paper No. 2023-17, Available at SSRN: https://ssrn.com/abstract=4223603

Dalia Tsuk Mitchell (Contact Author)

George Washington University Law School ( email )

2000 H Street, N.W.
Washington, DC 20052
United States

Do you have a job opening that you would like to promote on SSRN?

Paper statistics

Downloads
213
Abstract Views
810
Rank
267,439
PlumX Metrics