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by checkyoursudo 2083 days ago
I just want to note that there is no fiduciary duty in US law to maximize profits. That is permitted, but not required. E.g., https://www.lawschool.cornell.edu/academics/clarke_business_...
3 comments

Courts will generally not second-guess the judgement of management, but they are obliged to act in the interest of their shareholders, primarily, because shareholders have the ability to fire the board of directors.

If someone who owned a share of Search Google managed to get a controlling interest in Ad Google and was operating it to benefit Search Google to the detriment of Ad Google's minority shareholders, that would be one of the rare cases where a court would intervene.

I'm more referring to what the shareholders will do if the company is clearly not acting in the interests of actually making them money, but rather, cozying up to an now-unrelated company in a way that leaves lots of potential money on the table for no reason.
> I'm more referring to what the shareholders will do if the company is clearly not acting in the interests of actually making them money

That's fine, but "fiduciary duty" is a specific legal concept and you are misusing it. Making shareholders angry enough to vote you off the board is not the same thing.

Also, it's worth noting that institutional investors often rubber-stamp the board's recommendations in shareholder votes. One side effect of the rise of passive funds is that there is less shareholder opposition to board moves nowadays.

Countless shareholder lawsuits say otherwise though. So it may not be their fiduciary duty, but if there's a good chance they get sued if they don't maximize profits, they will anyway.
> Countless shareholder lawsuits say otherwise though. So it may not be their fiduciary duty, but if there's a good chance they get sued if they don't maximize profits, they will anyway.

No, they don't. In fact, I can't find any that involve maximizing anything.

Also, filing a lawsuit is trivial. Succeeding is a whole other kettle of fish.

> but if there's a good chance they get sued if they don't maximize profits

That's exactly the myth the above link is about, btw.