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1. feld (feld@bikeshed.party)'s status on Saturday, 03-Feb-2024 04:26:51 JST feld

   in reply to

   • SlicerDicer
   • Dan Hulton
   @SlicerDicer @danhulton "the interests of [literally anyone] ... may be pursued only to the extent doing so results in a related benefit to stockholders"
   
   wow weird sounds to me like every decision they make has to benefit the stockholders in some way or they're in breach of their fiduciary duty
   • Disinformation Purveyor :verified_think: likes this.
   • SlicerDicer (slicerdicer@bikeshed.party)'s status on Saturday, 03-Feb-2024 04:26:52 JST SlicerDicer

     in reply to

     • Dan Hulton
     @danhulton
     
     https://en.wikipedia.org/wiki/Revlon,_Inc._v._MacAndrews_%26_Forbes_Holdings,_Inc.
     
     Pantry Pride raised its offer to $58 per share. Simultaneously, it filed a claim in the Court of Chancery, seeking interim injunctive relief to nullify the asset option, the no-shop, the termination fee and the Rights. It argued that the board had breached its fiduciary duty by foreclosing Revlon stockholders from accepting its higher cash offer.
     
     Bruh this is not 1970, this is supreme court of Delaware. Do you just ignore the caselaw?
     
     In all events, the Court observed, the interests of noteholders, or any corporate constituency other than stockholders for that matter, are not the proper beneficiaries of a directors fiduciary responsibilities, and may be pursued only to the extent doing so results in a related benefit to stockholders, the only constituency to which such fiduciary responsibilities run under Delaware law. Here, the Court held, the effect of the board's effort to benefit noteholders was contrary to the interests of stockholders in that it resulted in the destruction of an active auction process that promised upon conclusion greater value for stockholders than that secured.
   • Dan Hulton (danhulton@hachyderm.io)'s status on Saturday, 03-Feb-2024 04:26:53 JST Dan Hulton

     I wanna surface this to my main timeline because it's kinda important to say out loud from time to time:

     Businesses do NOT "have to" focus exclusively on their return to shareholders. Not legally, not morally.

     That is the misguided OPINION of a 1970 essay by Milton Friedman, and the fact that everyone seemed to just hop on board that opinion is a significant reason why we switched gears into hyper-hell-capitaliam since then.

     Push back on this every time you see it.