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Corporate executives do not have a fiduciary due to maximize shareholder returns. If the shareholders and board of a public corporation want to quit making money and just throw massive parties all the time until the corporation runs out of money, there's nothing stopping them from doing so.

https://www.nytimes.com/roomfordebate/2015/04/16/what-are-co...



They don't have an absolute duty to maximize returns. But if they're taking deliberate and material actions that go against shareholder interests, they are required to publicly disclose that.

For example there are non-profit corporations, and of course that's perfectly legal, but they're not allowed to masquerade as if they aren't. The key test for securities fraud is advance and public disclosure.

It's funny you bring up the party example, because that's exactly what Tyco did. And it resulted in a $3 billion securities fraud payout.

https://www.nbcnews.com/id/wbna18677004


The Tyco executives were sued by the SEC because they didn't disclose the loans and acted in a way the shareholders didn't approve of in a massive way. Note I stated "If the shareholders and board..." in my comment, so that's totally a different scenario from the one I mentioned. In my example, everyone knows there's a party happening and the majority of shareholders agree with it. So long as everyone knows what's happening and the majority agrees with it, they don't have to bother trying to make a profit. They don't have to bother to make returns. If the shareholders decide buying Maseratis for everyone is what the company wants to do, there's nothing inherently wrong with that.

Corporations don't have to maximize shareholder value. Corporate actors need to be beholden to the interests of the shareholders, but that does not mean they need to bother to make a profit. Most publicly traded companies do focus on making a profit, and most people buy shares in companies with the expectation they generate returns. Nothing says this has to be the goal.




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