Hacker News Reader

> they have an obligation to their shareholders to always take the option that yields more money

This is not true, and I wish people would stop repeating it like gospel.

They'll probably stop doing it when it stops seeming to be the case.

Since this comes up a lot, I did some digging.

The actual standard, from In Re Walt Disney, is that business decisions aren’t reviewable unless “the exchange was so one-sided that no business person of ordinary, sound judgment could conclude that the corporation has received adequate consideration".

In, Shlensky v. Wrigley, the Chicago Cubs were sued for refusing to install lighting for nighttime games: their president believed baseball was best as “a daytime sport." This is absurdly nebulous (and kind of bizarre), but the Cubs nevertheless won. That decision was based on Davis v. Louisville Gas and Electric Co, which says “the directors are chosen to pass upon such questions and their judgment unless shown to be tainted with fraud is accepted as final. The judgment the directors of the corporation enjoys the benefit of a presumption that it was formed in good faith, and was designed to promote the best interests of the corporation they serve.”

While you can get sued for nearly anything, the legal standard is basically "Did you egregiously rip off the company so that you could make money?", not "Could you have squeezed ten cents more out of the public?"

When I've herd this concept invoked the source has generally been attributed to Dodge v. Ford Motor Co.[1] That ruling seems to cut in either direction depending on the analysis. But in the end the most compelling argument seems to be lack of enforceability...

  the rule of wealth maximization for shareholders is
  virtually impossible to enforce as a practical matter. The
  rule is aspirational, except in odd cases. As long as
  corporate directors and CEOs claim to be maximizing profits
  for shareholders, they will be taken at their word, because
  it is impossible to refute these corporate officials'
  self-serving assertions about their motives.

  — Jonathan Macey

While the rule of wealth maximization for shareholders is not an enforceable law, it is a standard of conduct for officers and directors of a company.

[1] https://en.wikipedia.org/wiki/Dodge_v._Ford_Motor_Co.

Macey's whole article develops that idea a bit more (here: https://digitalcommons.law.yale.edu/fss_papers/1384/).

Ford's response to the Dodge Brothers was:

   My ambition is to employ still more men, to spread the  
   benefits of this industrial system to the greatest possible
   number, to help them build up their lives and their homes.

and Macey says this was precisely the right amount to torpedo his case. If he had said less ("we're expanding"), he would have been fine. Had he said more and provided even a shred of a business justification (goodwill, better work from talented workers, expanding the customer base), he would have been fine. As it was though, he put the court in a situation where they more or less had to find that he couldn't openly do as he pleases with other people's money.

Shlensky has a fairly similar fact pattern. The Cubs decision was supposedly driven by non-economic factors, namely beliefs about 'proper' baseball and possible effects on the neighborhood. However, they left open the door that these factors might themselves affect Cub's business prospects, a door that Ford slammed shut on himself. As a result, the Court found:

  “Plaintiff in the instant case argues that the directors are
  acting for reasons unrelated to the financial interest and 
  welfare of the Cubs. However, we are not satisfied that the 
  motives assigned to Philip K. Wrigley, and through him to the
  other directors, are contrary to the best interests of the
  corporation and the stockholders. For example, it appears to
  us that the effect on the surrounding neighborhood might well
  be considered by a director who was considering the patrons 
  who would or would not attend the games if the park were in a
  poor neighborhood. Furthermore, the long run interest of the
  corporation in its property value at Wrigley Field might
  demand all efforts to keep the neighborhood from
  deteriorating. By these thoughts we do not mean to say that
  we have decided that the decision of the directors was a 
  correct one. That is beyond our jurisdiction and ability. We 
  are merely saying that the decision is one properly before
  directors and the motives alleged in the amended complaint 
  showed no fraud, illegality or conflict of interest in their
  making of that decision.”

(from https://casetext.com/case/shlensky-v-wrigley)

Just so you know, this is what a mobile user sees when someone uses code blocks to format quotes on HN: https://i.imgur.com/EDI0Ist.png

It makes people scroll side to side to read the quote.

Please don't use code blocks for quotes.

There's a link at the bottom to the text, if that's easier.

And frankly, the fact that there's no other way to indicate a block quote is absurd.

I agree, there should be one.

The trick is that there is no single standard you can apply for what constitutes wealth maximization. In the very simplest interpretation, you have contradictory behaviors that will maximize short term versus long term wealth. This mantra is usually invoked to justify any kind of short-term greed at the cost of everything else. Corporations are not obligated to prioritize short-sighted behavior that can damage the entire ecosystem just to make a quick buck.

This comment is a non sequitur to whether corporations have a duty to shareholders. Cited cases have nearly nothing to say for or against on that point.

Unless I'm missing something, that's at the heart of all of these cases.

In Ford v. Dodge, Ford was sitting on $60M, from which it had been paying dividends. These were stopped to reinvest the money in new factories. The Dodge brothers, who owned about 10% of Ford, sued because, per Ford's own comment, his decisions were driven by charitable interests rather than business judgement.

In Shlensky v. Wrigley, Shlensky was a stockholder who believed that the Cubs were leaving money on the table by not holding night games. He sued--and lost--because the Court found that to be a plausible business decision.

In Davis v. Louisville Gas Electric Co., Davis (or actually, his estate) held one type of share in the company, and opposed a reorganization plan that would have converted them to another, to his potential detriment.

In re Walt Disney was a derivative suit by shareholders over the hiring and firing of Michael Orvitz, and whether his (lucrative) compensation was in the company's interests.

The common theme is that the board of directors (and the CEO they appoint, etc) have wide latitude to run the company, even in ways that don't immediately benefit some (Davis) or even all (Shlensky) shareholders. They can certainly go too far (Ford) or fail to exercise much judgement at all (Caremark, where the director sold the company for a value plucked out of thin air), but as Mercantile Trading says "generally [...] courts will not upset the decisions of either directors or stockholders as to questions of policy and business management. An abundance of authority in other jurisdictions might be cited to the same effect"

Thank you for clearing that up; I know they must weigh in all the options... but currently --- given the current chaotic political climate --- I'm quite sure they expected to fly under everyone's radar.

It is not charitable when you give away another persons property and by the end to you are equivocating. Seriously the fact that book is well read or old does not matter, they do not have the rights to do what they are doing and they purposefully trying to use COVID19 by exploiting people's feelings to get away with it.

Publishers have standing and as such they have to file the suit. They are only being forced into this because IA is breaking known law and did so knowing they were.

We the people of the united states grant a monopoly to an individual for a certain amount of time. I personally believe it should have stayed with the original time period. How much time do you need a monopoly?

>The Copyright Act of 1790 was the first federal copyright act to be instituted in the United States, though most of the states had passed various legislation securing copyrights in the years immediately following the Revolutionary War. The stated object of the act was the "encouragement of learning," and it achieved this by securing authors the "sole right and liberty of printing, reprinting, publishing and vending" the copies of their "maps, charts, and books" for a term of 14 years, with the right to renew for one additional 14-year term should the copyright holder still be alive.

> It is not charitable when you give away another persons property

Knowledge and culture is not anyone’s property. It is the collective work of all of humanity and ought to be treated as such.

That may be a great philosophical argument, but in the eyes of the law (which is what we're discussing here), IA was giving away someone else's property, so it really can't be considered a charitable act.

Even setting aside the law, there is a question of ethics. If I give you a license key to my software, and you give it away to 10 of your friends, would you consider your act charitable?

> That may be a great philosophical argument, but in the eyes of the law (which is what we're discussing here), IA was giving away someone else's property, so it really can't be considered a charitable act.

Internet Archive is a nonprofit with a philosophical mission. I don't agree with them all the time, but I view that their responsibility is to act primarily in accordance with their values. Unfortunately, they ended up taking on powers that they may not be able to handle, but I believe that they are in the right and the publishers are in the wrong, which is a more important conversation to me than whether their decision was strategically prudent (probably it was not).

> Even setting aside the law, there is a question of ethics. If I give you a license key to my software, and you give it away to 10 of your friends, would you consider your act charitable?

All software that I have worked on outside of my job is free and open source, so I would. I believe that it should be mandated by law that all non-trivial software be free and open source. To qualify this, I wouldn't do this on an individual level without your consent if, say, you were a small creator and you depended upon licenses for your livelihood. But small creators are not the plantiffs in this case, nor the people who primarily benefit from strict intellectual property laws -- massive publishing companies are.

You two are arguing at odds with each other. You're talking about how things are and they're talking about how they think things should be.

> Knowledge and culture is not anyone’s property. It is the collective work of all of humanity and ought to be treated as such.

This is a specious ideology without a mechanism to reward creators. At the moment that mechanism is money, either through sales, or for a rare few patronage. Without reward, creation is limited to the otherwise idle, and the collected work of all humanity lessened.

Personally I advocate the right to buy at a reasonable cost (as reasoned by society). Once a reproducible work is released to the public, you can't refuse my payment for it.

Reward doesn’t have to take the form of intellectual property. https://en.m.wikipedia.org/wiki/Prizes_as_an_alternative_to_...

Intellectual property benefits publishers, not creators.

The most valuable possession people have is time and attention. Producing works of knowledge and culture involves people giving up their time and attention to produce something. If they have done so, they deserve to have ownership of it.

As Abraham Lincoln said “ That is their argument, and this argument of the Judge is the same old serpent that says you work and I eat, you toil and I will enjoy the fruits of it. “

Whenever, you appropriate for yourself the fruits of other people’s toil, you are sowing seeds of tyranny.

> The most valuable possession people have is time and attention. Producing works of knowledge and culture involves people giving up their time and attention to produce something. If they have done so, they deserve to have ownership of it.

They deserve to be paid (eg, by a University), but they do not deserve ownership in terms of exclusive rights to its use. Can you imagine how far back science would be held if any applications of Newton or Einstein’s work required royalties to their estate? Are suggesting that the fact that they aren’t is tyranny?

> [Publishers] are only being forced into this

Nope. They may have standing, but they're responsible for their own actions.

> Seriously the fact that book is well read or old does not matter

It does, because it means the damages (lost potential sales) are low/nonexistent.

I'm curious just what percent of their revenues are from 20, 30 year old books.

Myself, I buy a lot of old books - but from the thrift store. The only reason the thrift store sells them is because people dump their valueless books on them.

> Nope. They may have standing, but they're responsible for their own actions.

Actually, they kind of are forced into action here. Even if they were okay with the IA doing this (which I'm sure they're not) they still have to defend their copyrights, otherwise they could be declared abandoned and the works would then be in the public domain and could not be defended when someone they don't want to use their works then uses them

You're thinking of trademark. That requires active defense. Copyright does not.

People buy old books all the time. The best-selling book of all time is thousands of years old, after all.

I assume you’re talking about the bible, which is obviously not copyrighted, so where does the idea comes from that nobody will continue to buy old content if it’s in the public domain?

Translations of the Bible are almost always copyrighted, unless it's the King James version, which IIRC isn't really that popular anymore. For that matter, all translations are copyrighted.

The copyrighted translations are not thousands of years old, which kind of defeats the original point. I mean I understand it was a kind of exaggeration for effect, but excepting a very few 'evergreen' titles, the value of a publisher's back catalog tails off very rapidly with age.

Yeah, it's generally a great organization, but that doesn't mean you can't do bad things.

When they announced it, I wrote a friend at the IA and told him it was a big mistake. I tried to get them to change their mind. They had plenty of warning and thought their good works would insulate them.

> doesn't mean you can't do bad things

They did bad things in regard to endangering their institution. There is nothing objectively, morally "bad" about the National Emergency Library though.

It is bad if you're an author. (Or if you're a reader who wants the authors to stay in business.)

Where can I find a list of authors who went out if business by this move in particular?

Either you believe in property rights or you don't. That's fine if you don't. But that's not the system we have.

Authors don't "go out of business" if their words are copied without their permission. So the answer to your question will always be "no one". But they have rights to their words nonetheless.

Theft isn’t charity.

Copyright Infringement is not theft, US Courts specifically bar calling it theft in court filings because it is not treated as theft in law