290
you are viewing a single comment's thread
view the rest of the comments
view the rest of the comments
this post was submitted on 21 Jun 2023
290 points (100.0% liked)
Technology
37573 readers
296 users here now
A nice place to discuss rumors, happenings, innovations, and challenges in the technology sphere. We also welcome discussions on the intersections of technology and society. If it’s technological news or discussion of technology, it probably belongs here.
Remember the overriding ethos on Beehaw: Be(e) Nice. Each user you encounter here is a person, and should be treated with kindness (even if they’re wrong, or use a Linux distro you don’t like). Personal attacks will not be tolerated.
Subcommunities on Beehaw:
This community's icon was made by Aaron Schneider, under the CC-BY-NC-SA 4.0 license.
founded 2 years ago
MODERATORS
The rule is that a corporation is primarily organized for the benefit of shareholders, but it's not exclusively organized for only that purpose, and the corporation has no obligation to maximize the benefit for shareholders today versus tomorrow, in cash versus in future equity, in certain profit versus uncertain risks, etc. So the company can choose to pay out dividends to shareholders, or reinvest profits back into the company. It can give money to charity to improve public goodwill, and it can give bonuses to non-shareholder employees to keep things running smoothly, and shareholders can't sue that their money is going to non-shareholders.
The article actually talks about that specific scenario, in the Revlon case. If a company is going private and buying out its shareholders, then there's not an ongoing set of broad interests to balance. The shareholders are being forced to give up their shares in exchange for cash, so if that transaction is going to go through, the corporation has an obligation to maximize the price for those shareholders. There's no today versus tomorrow, dividend versus reinvestment, etc., because that one transaction distills everything down into money for shares.
With the Twitter case, it's a bit in between the two: were the Twitter shareholders better off between taking the cash for shares today, or declining the cash to keep the company and see if that is better for them in the long term? The directors were obligated to negotiate a deal and submit that deal to a shareholder vote. So if the shareholders decide "hey this is a good deal for us," then that pretty much simplifies the question into a clear answer, rather than a complicated set of countervailing interests of uncertain weight.