[WorldMaker]

"Activist" Shareholders, primarily. Ford several years ago floated the idea of building its EV division as an almost entirely separate direct-to-consumer sub-company (specifically designed to directly compete with Tesla) and it got shutdown hard by shareholders.

Many of the biggest shareholders of both GM and Ford are their respective dealers. Shamefully this conflict of interest and reversal of some key controls is deeply entrenched in the US all the way back to the original lawsuit Dodge Brothers v Ford, which is also the dark origin of phrases like "fiduciary duty to shareholders", where then dealer network and automotive supply chain moguls the Dodge Brothers sued Ford for wanting to take record profits and reinvest them in R&D and asked that Ford give a record dividend instead (as its "fiduciary duty to shareholders"). They used that dividend to help finance their rival Dodge car manufacturer. In hindsight it is such a bizarre sequence of conflicts of interest that we're still dealing with the consequences of today (in how it created such quarterly earnings-focused myopia in US corporations), including specifically in the various ways that GM and Ford can't easily create a "startup" with no dealer network to stay competitive in EVs, why both are generally starved of R&D money compared to "startup" competitors, and also it all relates to why they are "too big to fail" given how much of the US economy is built on top of conflicts of interest and overlaps between them, their dealers, their supply chain, and their shareholders.