March 23, 2023

Volume XIII, Number 82

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In Defense Of Putting Profits Forward

In the face of the rising popularity of stakeholderism, Professor Stephen Bainbridge has determined to "stand athwart the tracks of corporate governance and yell 'stop' as the stakeholder capitalism train pulls out of the station".   He is doing so in his recently published book, The Profit Motive: In Defense of Shareholder Value Maximization, and in this recent blog post.  According to Professor Bainbridge, three themes animate his defense of the profit motive:

First, any conception of corporate purpose that embraces goals other than creating value for shareholders is inconsistent with the mainstream of U.S. corporate law.  Second, directors do—and should—have wide and substantially unfettered discretion as to how they go about generating shareholder value.  Although many commentators claim that those statements are inconsistent, in fact they both reflect fundamental normative principles deeply embedded in U.S. corporate law.  Third, a shareholder-centric conception of corporate purpose is preferable to stakeholder capitalism.

He also argues that stakeholderism creates a conflict of interest by providing a cloak for directors pursuing selfish interests.  One of those selfish interests is virtue signaling at the stockholders' expense.  Directors may well enjoy enormous psychological and social benefits from plaudits for decisions that play to the crowd's, rather than the owners', self-interest. 

© 2010-2023 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XIII, Number 39
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
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Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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