But I don't think corporations should be considered people, either.
There’s really no significant downside to becoming a PBC, AFAICT, and a lot of potential upside.
Who should decide that? The shareholder's could also fire directors who did not accept the best offer?
I am not familiar with the US decisions you refer to, BUT the same thing would happen in the UK, for example, where I would expect the other directors and the shareholders to ensure a really good offer was accepted.
Even if you take a slightly more expansive take on that, there is nothing that inherently means a corporation should exist to maximize profit. Its minimally viable definition is pretty well understood: A legal organization of people to act as a singular entity and are recognized as such under the law, typically formed as commercial entities to transact commerce on their behalf.
I don't think that misses anything.
Anything piled on top of that seems like something that should be specific from business to business. Thats my general issue with the US courts siding with maximize shareholder value to the point its now seen as a decree.
Especially when such rulings tend to trounce majority shareholders by minority ones.
The market should decide that. And somehow, “shareholders” (what a giant tent) are currently destroying corporations and thus markets in the chase of ever higher returns.
A good metaphor for a this as a whole is the Ultimate Ears Roll 2. For its time it was a really good Bluetooth speaker, punching far above its weight compared to competing Bluetooth speakers, but also within Ultimate Ears’ product line. There was almost no reason to go one or two product tiers higher.
In a healthy market, the other competitors would have stepped up, and Ultimate Ears would have improved their other products to create sufficient differentiation.
Instead, Ultimate Ears just discontinued the Roll 2 and replaced it with a relatively inferior product. In a rational market without shareholders this doesn’t make sense, but once you consider that the company isn’t optimizing for sales (good and/or cheap products) but for shareholder value, the picture fits.
Yes, they had responsibilities to their shareholders, but those did not automatically override literally any other consideration.
[0] https://en.wikipedia.org/wiki/Friedman_doctrine
[1] The Amsterdam Stock Exchange was founded for the trading of shares in the first real publicly-traded joint-stock company, the Dutch East India Company, in 1602. https://en.wikipedia.org/wiki/Euronext_Amsterdam
For centuries[0], governments were very limited, and other organized institutions of human life, like churches and businesses, held duties to the public at large.
Government spending as a percentage of GDP in the US, for example, remained in the single digits for most of its history[1] (outside of wartime), with a big bump post-WW2, then another big bump in the 70s with the Great Society programs, leading up to the current figure of a little over a third of the economy[2].
For an even longer view, government spending in the UK from the late 1600s and onward hovered around 10% with the same wartime jumps[3] for centuries, until the two world wars and the permanent expansion of the welfare state, hanging on around 45% now.
So, it's a very reasonable view to say that governments around the world started to take a much more sizable role in such "responsibilities" to society, and crowded out private efforts in those arenas. In effect, redistributive taxes are supposed to take place of those previously responsible.
[0]: Millennia, really; for most of civilized human existence.
[1]: https://taxfoundation.org/research/all/federal/short-history...
[2]: https://www.imf.org/external/datamapper/exp@FPP/USA/FRA/JPN/...
[3]: https://researchbriefings.files.parliament.uk/documents/CBP-...
a) the people who advocate most strongly for the Friedman Doctrine (maximising shareholder value at all costs) also seem to be the people who most want to abolish (or prevent) government-provided safety nets, like state pensions, or universal healthcare, or public education, or UBI. It doesn't seem like it's a "Well, so long as we have these valuable strong public institutions, we might as well see how taking the reigns off private investment turns out" type situation, as much as it is a "I got mine, fuck you" libertarian class-warfare fantasy.
b) the idea that the public programs we have are expansive and comprehensive enough to have "crowded out private efforts in those areas" feels like a stretch to me.
My point is that there is nothing inevitable about the board representing the interests of shareholders alone. A typical company where the shareholders appoint most or all of the directors is not the only way to set up a board, and I'd argue that there are legitimate reasons to set up a company where other stakeholders (e.g. employees [1][2] or customers [3]) appoint directors.
Also, consider this: There is a risk/return continuum between bondholders and shareholders (through holders of various other convertible and preferred securities). It is always an arbitrary decision as to where to draw the line separating investors who get a say and those who don't.
So my view in all this is that as long as Figma’s board was appointed in accordance with its constitution, and the board members weren’t acting corruptly (e.g. bribery, conflicts of interest) or exceeding their authority under the company's constitution, shareholders should NOT get to challenge that board’s decisions. (IANAL; this is my view, not necessarily what the law says.)
p.s. A stock exchange may require that boards be primarily represent shareholders as a condition for listing; but this should not affect privately held companies.
[1] https://en.wikipedia.org/wiki/Codetermination_in_Germany [2] https://en.wikipedia.org/wiki/Worker_cooperative [3] https://en.wikipedia.org/wiki/Consumers%27_co-operative