[_delirium]

There seems to be a persistent myth that for-profit businesses are legally required to maximize profit, which is really not the case. It's perfectly possible for a company to have non-profit-maximizing strategies, especially in the short term. The founder might have some personal ethics regarding how a business ought to be run, or they might want to project a certain brand image, or they might be interested in maintaining a positive/motivating work environment even if doing so costs some clients or requires paying employees above-market, etc. As you note, fiduciary duties are much more specific. For example, screwing over minority shareholders in certain ways would be a breach of fiduciary duty; accepting investment under false pretenses may be as well. Simply running a company in a suboptimally profitable way, because it's how you prefer to run the company, is not. There are other mechanisms in place for handling disagreements over those kinds of things, such as investors demanding seats on the board in return for their investment, in which case they could vote to overrule your decisions (or replace you entirely, given enough seats).

To take a high-profile example, Chik-fil-A chooses not to open any of its stores on Sundays, because the owner believes the Sabbath should be a day off work. This may or may not maximize profits, but it's not an illegal choice even if it doesn't.

[cryptoglyph]

All great points. Directors have a very wide range of discretion, even now including absolution under many articles of incorporation for pursuit of corporate opportunities that may create a conflict of interest (as well as the long standing waiver by the corporation of the duty of care so often included in Delaware articles).

Short of a grossly malfeasant breach of loyalty or bad faith—or declaring dividends when the corporation meets the legal definition of insolvency—there usually aren't many claims for shareholders to bring.