[aspenmayer]

Thank you for typing this well thought out response! I see the fiduciary duty canard brought out and it usually functions in debate as a thought-terminating cliche. My comment was meant to elucidate whether or not it was the last word on fiduciary duty; your comment helps clarify the judicial and fiduciary reality on the ground, and really added a lot to my understanding of these issues. Thanks again.

[colonelanguz]

Thank you for your kind words! I totally agree about how flippantly people throw out the value-maximization point. And it is definitely true that the real standards which govern directors' and officers' conduct are murkier than the maxim "maximize shareholder value." The Business Roundtable's recent embrace of stakeholder theory seems likely to complicated things [1], and efforts by influential people like former Delaware Supreme Court Chief Justice Leo Strine [2] and legendary corporate lawyer Martin Lipton [3] have meaningfully contested the accepted definition of corporate purpose outside of the academy in recent months. But I do think Delaware law is pretty clear on the principle behind D&Os' fiduciary duties. The best summation I have seen of it is in a talk that Vice Chancellor Travis Laster gave at UVA Law last spring; [4] it's a great talk. Cheers yo.

[1] https://www.businessroundtable.org/business-roundtable-redef...

[2] https://corpgov.law.harvard.edu/2020/05/16/purpose-with-mean...

[3] https://corpgov.law.harvard.edu/2020/05/27/on-the-purpose-of...

[4] https://www.youtube.com/watch?v=ET8v47XPcUY&feature=youtu.be

[aspenmayer]

Oh wow! Even more info. I remember hearing about the Business Roundtable on a podcast when it was breaking, but haven’t heard much since.

Did it end up just being lip service, or are there lasting changes in industry or individual companies that we can point to which show prioritization of stakeholder value over simple shareholder value?

[colonelanguz]

That question is probably a bit over my head. My outlook is pretty grim and skeptical because of my experience with American capitalism so far. But the fact that people like Leo Strine and Marty Lipton are apparently meaningfully moving these ideas beyond the bounds of academia is definitely a good sign. (Slightly) more tangibly, 93% of investor respondents to a recent survey about corporate purpose indicated that it's important for a corporation to have a purpose, and 38% agreed that defining/managing stakeholder impact is an important reason to have a corporate purpose.[1] (This study was published on the HLS Blog after I wrote a more cynical reply to you yesterday and forgot to send it. Neat I guess.)

I read the Harvard Law corporate governance blog pretty regularly, and a staggering percentage of recent scholarship on there has been about corporate purpose, stakeholder capitalism, and ESG. ESG and stakeholder theory aren't exactly the same thing, but here's a good overview of how ESG might impact M&A and governance moving forward [2].

[1] https://corpgov.law.harvard.edu/2020/06/19/making-corporate-... [2] https://corpgov.law.harvard.edu/2020/02/20/the-coming-impact...