We actually need to combat this notion that somehow exclusive focus on short term returns is somehow legally, morally, or ethically required. It is actually antisocial and obviously destructive.
I say this because you used the phrase "fiduciary duty" which does not exist in this context.
Well, there was one case in the law over 100 years ago in the USA. A company had decided to sell itself for cash and go out of business. The Court ruled, that in that situation, it should sell to the highest bidder. This is long before Milton Friedman began advocating that corporations had a duty to their common shareholders that provided the only valid yardstick for evaluating corporate activities. Friedman was an economist, and a controversial one, not a lawyer, and how he got the lawyers behind him is itself a long strange story.
The idea that common shareholders own the corporation was not really obvious to anyone from the start. Common shareholders get from the corporation only what is their privilege according to the corporate bylaws and charter. There are now, and have been in the past, many different kinds of and classes of common shareholders. For example, some big corporations today have many common shareholders who do not have any voting rights. The thing that sets common shareholders apart from the other stakeholders who also hold pieces of paper from the corporation granting them various interests in the corporation, is that the common shareholders get to divide up whatever is left over if and when the corporation is liquidated and everyone else is given what they are owed first. They are more heirs than owners. It is more realistic to hold that the corporation, as an artificial person, is not and cannot be owned by other persons, and owns itself.
There is the “shareholder lawsuit” but that really is about enforcing a company’s stated goals to its shareholders, which can and often are things other than “try to make the stock price go up as much as possible”.
Friedman deeply misunderstands agency law. Saying he got the lawyers behind him is misleading, because there are any corporate fiduciary duties owed by directors or officers to the shareholder other than 1) act informed 2) do not usurp corporate opportunity.
This is not statute, but it remains legally binding in Delaware so long as the courts uphold it.
It's that if you're going to make a decision that affects 1/3 of the companies value you need to actually claim it's in the shareholders interest that you do so.
> It's that if you're going to make a decision that affects 1/3 of the companies value you need to actually claim it's in the shareholders interest that you do so.
I'm not really sure where the 1/3rd ratio came from. Can you explain? To my layman's ear, "value" and "shareholder value" are the exact same thing.
The problem is that Ford didn't try to claim that the factory was in the shareholder's best interest.
> I'm not really sure where the 1/3rd ratio came from. Can you explain? To my layman's ear, "value" and "shareholder value" are the exact same thing.
Nothing special about 1/3. It's the value of the dividend (19 M) / value of Ford (60 M). If you're going to spend 1/3 of the company on something you better at least claim it's in the company / shareholder's best interest.
---
To quote the wikipedia article
> Under some interpretations, the case also affirmed that the business judgment rule that directors may exercise is expansive, leaving Ford and other businesses a wide latitude about how to run the company, if management decisions can point to any rational link to benefiting the corporation as a whole.
And then to emphasis: "if management decisions can point to any rational link to benefiting the corporation as a whole."
My understanding is those kind of cases aren't common because a) they are hard to prove, b) the people being sued if they actually have the money to make it worth suing them also have the money to fight it, and c) it's a really bad look for an investor to be suing a previous member of their portfolio and would a strong adverse affect on their deal flow
Unless you're saying there is no explicit legal obligation / fiduciary duty in law, but it does emerge from civil court cases, which is how I understand it, but short paragraphs are not a good place for the amount of nuance so I just said "legal obligation" as a shorthand for something real but very complex.
Activist investors will sue for anything alleging that executives broke securities law by doing anything that harmed their portfolio. It doesn't mean they win the cases, or that anyone is guilty.
There's also something worth noting that even if there isn't a legal obligation for executives to act on their shareholders interests, they have a really strong incentive when their compensation is mostly stock grants and the shareholders can fire them.
For CEO see https://www.rgrdlaw.com/cases-in-re-dole-food-co-inc-stockho...
> The Court declared that, in certain limited circumstances indicating that the "sale" or "break-up" of the company is inevitable, the fiduciary obligation of the directors of a target corporation are narrowed significantly, the singular responsibility of the board being to maximize immediate stockholder value by securing the highest price available.
Seems to imply that under normal operation (i.e. no inevitable break-up) the fiduciary obligations are quite different though?
- act in good faith;
- act in the best interests of the corporation;
- act on an informed basis;
- not be wasteful;
- not involve self-interest (duty of loyalty concept plays a role here).
We should be suspicious of games that favor shareholder value over common good and repair them. Of course this is harder than it sounds, but letting the person with the most money in a Monopoly game also set the rules is absurd and and obviously wrong. Wrong even without having a consensus reality on what "common good" entails and this is important.
The "capital game" should serve us, rather than us serving it. A fatalistic lack of imagination is no longer an option. When we're more afraid of unintended consequences than accepting that we have a responsibility to the current consequences, our current consequences look rather intended.
That of course won't mean that you will have the privilege of deciding for everyone else what counts as "the common good". It's unfortunately not like the Arch Linux terminal where you are omnipotent.
I say that sincerely, as somebody who had to do just that. It's easier for Mohammad to go to the mountain.
Edit: To say: I voted with my feet and moved to a place which better aligns with my values. From a "common good" society to a "freedom" society.
I don't think the appetite is there in most places
Just a quick glance at the 44 historic economic transitions in my dataset, most of them aren't well known. The most likely reason why we think economic revolutions are associated with violent revolt is due to selection bias - violent revolts are more memorable, take up a larger section of history books, etc.
Happy to take at look at your dataset and compare notes.
A capitalist system with right amount of social democracy to prevent worst concentration of wealth is the best model there is, at least for the well-being of its citizen and survival of its democracy.
"Stand for it's rights" is just weasel words for "Was willing to use violence in order to obtain their rights"
Even if they never actually had to become violent, violence or the credible threat of violence is the only thing that has ever in history convinced "The Elites" to change things
You really need to read more history about Europe.
I'm no expert on the French Revolution but I'm pretty sure that "We're all poor while the monarchs are all rich" was a huge driving force behind the French Revolution. "Let them eat cake", etc
It also didn't create democracy, they more or less immediately wound up under Napoleon, a self crowned Emperor
Democracy came later
It did create democracy, the French Republic, Napoleon did end that though but its much easier to reinstate democracy later than to create it from scratch.
> I'm no expert on the French Revolution but I'm pretty sure that "We're all poor while the monarchs are all rich" was a huge driving force behind the French Revolution. "Let them eat cake", etc
Revolutions to loot the rich happened a lot throughout history, but here the explicit goal was to end monarchy and create democracy not just looting the rich, that is a big difference.
The war in general ushered in new economic systems.
There's no general way to model, only empirical evidence. Unless I'm supposed to enter the mind and soul of people and see their motives and reasoning.
But I'll give a one word answer: pride.
>To make a somewhat successful "common good" society you first need to exterminate large swatches of the population
It sounds like you are conflating "common good" with authoritarianism.
Common good happens at the grass roots level and then spreads by consensus. Doesnt mean it will happen on a large scale, esp if there are larger forces at work.
It seems like this is a population size problem to me. Or at least a concentration of large populations in a small area (Cities). Maybe the trick is to spread out the population a bit more and prevent areas from becoming over populated somehow.
I don't have the data in front of me right now, but there are some sources that say when groups become to large people vie for attention which causes the most egoic people to try and dominate the areas that they are in.
Thus this creates social circles that try to gain power for powers sake and do not contribute to society.
You may be interested in this essay from the feminist movement in the 60s: https://www.jofreeman.com/joreen/tyranny.htm. It describes how the lack of structure or process forces the group to be run primarily by social dynamics like friendship, charm and influence.
There are lots of effects that happen as groups scale. But this capture of consensus-based and flat groups by ego-centric charismatic members happens in even tiny groups.
That's why successful flat groups (e.g. parliaments) have structure (e.g. Robert's rules) and make decisions by majority vote rather than consensus.
IMHO, it seems like it easier to deal with ego when the groups are smaller. When they get too large, we tend to use bureaucracies to manage decision making logistics. Bureaucracies make it easier for people that want power over others to hide.
What do you mean by exterminate large swatches of the population in Scandinavia? Yes the way the Sumi have (and to a degree still are) been treated is atrocious, but I'd argue that if anything this is not a feature of creating a "common good" society. I would argue that strongly capitalistic/mercetalistic societies have a horrible track record of treating (and still treat) indigenous populations.
What I'm referring to are the eugenics programs in Sweden, where unfit people were sterilized and/or had their children taken from them. These kind of programs were also present in North America, for what it's worth. The complete extent of these programs will probably forever be unknown, in all countries. Scandinavian countries are probably the countries who are most open about this, just like with suicide reporting.
As for Finland, they had a communist revolution and a very brutal civil war about the same time as the Russians. So their "common good" society was also born from a bloodbath, although the communists lost the war.
Norway is probably an exception. They're building a "common good" society on oil fortunes, just like the Gulf states have no problem with giving generous welfare for all of their citizens.
A good read: https://www.project-syndicate.org/commentary/costa-rica-enli...
All freedom US craves so much for (and much more) while stronger social state than next to nothing US has for its weaker part of society
https://www.businessinsider.com/female-breadwinner-moved-swi...
Absolutely and me too. And that's why neither of us are actually CEO of anything (I assume)
At least with share holder value, you know where you stand. The common good is a constantly changing thing determined by the moral authority in charge at a moment in time.
If anything those two are probably the most important needs so it's not possible to build such a system.
Besides why can't one of human needs also be an economic system that doesn't have the failure mode of poverty?
Those aren't very productive, our current system makes people produce value for others in their chase for status. Older systems people destroyed value for others in that chase, creating wars or other miseries, we have much less of that today.
I'd much rather have another billionaire than another authoritarian warmongering dictator.
I don't think most of the people who have extremely high status are doing anything remotely close to producing value
They just own capital which they use to pay other people to produce value, which they then take credit for, which boosts their status
So it would seem that we're pretty divorced from the idea of "produce value -> get status" these days, if you can just pay people to produce value for you instead
Expansionism, cult of followers, dispensing boons, and absolute control over their territory? check. The only reason we don't recognize them as warlords is because they don't wave scimitars and wear turbans. Neolibrral warlords wear Patagonia vests and beige slacks.
We're terrible at mistaking asthetics for function. Fortresses have been replaced by platforms; trade routes replaced by data sharing agreements. Armies have been ursurped by legal teams and lobbyists. We barely escaped feudalism and it's not clear we're out of the orbit of neo feudalism.
If we're able to be honest with ourselves, we need to learn that asthetics and function are different things. Just because they look different doesn't mean they don't fulfill the same function.
In practice that doesn't work, and the most successful "common good" systems instead ensure the disparity is limited and access is as equal as possible (e.g. not everyone can be wealthy, but the wealthy are not too rich and anyone had a chance to become rich instead of needing rich parents; or everyone can only have one married partner at a time instead of people who can afford it amassing big harems and not leaving any partners for the rest; or anyone can become famous, and famous people pushing their kids into fame is looked down on)
At one extreme you get theories like communism or socialism that treat humans as disposable cattle to be murdered or starved when they stand in the way of whatever the party leaders decide is the common good.
The common good is something that has to be worked out deliberatively and is more like taking the resultant of a huge number of force vectors than it is like mass producing units of the same good for everyone.
Would you cite sources for this claim?
What you are talking about is imposed self-interest at the level of the population from one or a small population that do not represent the common good. Not the same thing IMHO.
Common good historically was what's good for the city/polis/country/band/family. Basically, you make some (ideally relatively small) sacrifice to your own interest for the sake of a larger group you share fate with.
There are more formal/mathematical versions of it, for example in Bentham where the common good is essentially a weighted sum over the good to each individual. Rousseau described it almost exactly as the resultant of force vectors. There are more authoritarian versions like in historical Sparta and more recently in Marx and Engels where it's imposed through violence.
> imposed self-interest
I'm not sure exactly what you're saying here, but self-interest is almost by definition not externally imposed. In Marxism one particular vision of the common good is imposed externally via a "revolutionary terror."
common(adj.)
c. 1300, "belonging to all, owned or used jointly, general, of a public nature or character," from Old French comun "common, general, free, open, public" (9c., Modern French commun), from Latin communis "in common, public, shared by all or many; general, not specific; familiar, not pretentious." This is from a reconstructed PIE compound ko-moin-i- "held in common," compound adjective formed from ko- "together" + moi-n-, suffixed form of root mei- (1) "to change, go, move," hence literally "shared by all."
Your confusing political language with what came before this. Common good is the will of the people. It has nothing to do with cities, countries, or states. All of those things were created by people that wield political power. This is not the same as the common good. Common good directly relates to what is good for the people that share common values. You have been misinformed, by political society unfortunately.
It has nothing to do with shared values. It's exactly as I described it above.
Notice the reconstructed PIE means to move together. Common good is about the interests of groups that co-move rather than groups that share values.
This makes sense even in family contexts. What is good for the family is often different from what any one person wants. Think about things like choosing dinner for a big hungry family on a long road trip.
Often the best solution is at best everyone's third or fourth choice because values and desires differ.
So I understand that you think its about families, but in this context, its really not. It was a way or a method to protect commoners.
When I say value, I mean if we both value freedom then we have a "Shared Value". This is really about the rights of the people which differs what rulers, want for the people. And I mean rulers that want to wield power against the people, for self-interested purposes.
I'm honestly not sure it's worth responding here or what you're trying to say about Rome. It sounds like you may be confusing the Roman Republic with the Roman Empire, which started much later in 31 BCE. For one thing the Roman Republic did not have an emporer. For another it wasn't expanding militarily or ruling non-Romans.
And you also seem to be confusing different uses of "common".
Common generally means something held collectively by a group. By extension it can mean "customary" as in common law rather than statutory law. By extension it also can mean "ordinary" or "plain", as in "common house cat". "Commoners" or "common people" are just "ordinary" people; that is, people without titles.
The only connection between the "common" in "common good" and "common people" is the use of the string "common". The word means different things in the two contexts.
It can mean "ordinary" or "plain", but not in the context of "Common Good". I think you are trying to obfuscate the meaning by focusing on the peripherals of the context.
The problem with common good is that it's hard to agree upon what is good, and if you find a good, there's often a group that's outside this "common".
Its like principles of what the Constitution was written on. Life, Liberty and the pursuit of happiness.
Principles like these are qualities we all naturally exhibit and as such doesn't need any explanation or qualifications. I know in our modern world people have decided that everything is open to interpretation. But I believe this was indoctrinated into us, over a long period of time, not to consider the human value[0] aspect of our being that we are born with. This was done by watering down the direct meaning of words and slowly changing the perception that humanity doesn't have infinite value and has to rely on external power structures to give it meaning.
[0]: https://archive.org/details/end-of-all-evil/page/n1/mode/2up
I didn’t say perfect, i said best.
Check out the quality of life of the Aka, Baka, and Mbuti tribes. They're genetically and culturally linked to a mother tribe 150k years ago.
So a culture has kept these people going for 150k years. Capitalism has no such capability.
Collaboration, spontaneous improvisation, counterdominant play/decision making/protection, egalitarian, matrifocality, immediate return. Those are values that flourish in an infinite game theoretically and in real life. We just have been taught so many backwards ideas these ideas seem foreign & barely recognizable.
You have no idea how to scale up collaboration due to separation from indigenous cultures that were praxised for tens of thousands of years & cultivated food forests across America without price tags.
Only 40% of the Aka and Mbuti actually survive to age 15 or greater
I look forward to you explaining how this is actually a good thing. Because currently it looks like your argument is that the 9 billion people on earth should adopt the life style of tiny groups of hunter gatherers that for the most part don't make it out of childhood and those that do generally die in their early 20s or younger.
For reference, the average lifespan in the United States is 77, so more than 3x, approaching 4x. Per your prior arguments, this is a genocide...
There's no way this is a dismissive colonially racist take without depth.
Longevity is not quality of life. This is still a culture that, despite all the modern world has done to these people, managed to survive 150k years. If longevity is what you're after, there's your longevity.
You're talking about averages, which ignores all the white supremacy embedded in these systems, ignores the decline of US lifespan, and especially ignores quality of life of those living in poverty.
From here on out, any further disingenuous comments get an AI response.
Businesses are powerful tools for the common good and the fact they produce returns for investors is absolutely critical to their continued existence and long-term viability.
But the point for businesses to exist at all is to produce positive externalities and they need to produce those externalities for more than just their owners.
It cannot be "either/or" and it's not immoral to pursue profits.
[1] https://en.wikipedia.org/wiki/The_purpose_of_a_system_is_wha...
Who is “we”? I can’t do anything about it. No more than peasants “allow” the king to exist..
You don't understand how kings work if you think it's equivalent to your situation in a western democracy.
This is a dumb saying. And if you start to apply it to everything capitalism still seems pretty ok. For example: "The purpose of Communism is killing 20+ million people"[1]
[1] https://en.m.wikipedia.org/wiki/Excess_mortality_in_the_Sovi...
> you can't (well, shouldn't) judge something by its intended purpose if what it ends up doing goes against it
If you check my Wikipedia link it shows that the original quote says more or less the same thing: "[this slogan] makes a better starting point in seeking understanding than the familiar attributions of good intention, prejudices about expectations, moral judgement, or sheer ignorance of circumstances".
In other words, it doesn't matter what's the historical context of why corporations were created, what matters is what they do now. You can argue, like it was argued, that corporations as a whole currently are a net benefit. My point is that bringing up the historical context of their original purpose adds nothing to the discussion.
As to your other point, I completely agree that it would be useless to try to defend the Staling regime by pointing out what communism was intended to be. That's more or less the point I was trying to make.
Quite the opposite in fact: if anything it's a reaction to people who do try to understand a system by looking at its original plan: it says that you should disregard that and look at what the system actually does (which includes "interactions of independent parties and random variables", as you say).
In any case, that's how I meant it: it's a bit useless to dig up the original purpose of corporations in history books to talk about how corporations work today, like the comment I replied to suggested.
What capitalism does is apparent in its worldwide success.
I see little evidence that this is true. If anything, modern VC companies are "externality parasites". They produce positive externalities for some (ie. shareholders), by putting a lot of negative externalities on society as a whole (see for example the cost to democracy, societal cohesion, etc. that comes for Facebook and the like).
Easy peasy, no?
1. Nobody forces you to use a smart phone. 2. Nobody forces you to have social media or use it. 3. Nobody forces you to watch Netflix.
We all choose what we do in life.
#2 is heading that way. Lots of official info is only available on social media. Travel to certain countries can be difficult if you don’t have any social media presence as they’ll decide you’re trying to hide something.
#2, I have to use SM for marketing.
To avoid these I’d need to basically be a homeless vagrant.
Let's look at an example. In order to produce e.g. wind turbines, a large factory is needed, full of expensive machines. Let's assume that the buldings plus the machines all costs $500 million altogether. Where would that $500m come from, if the factory will never be profitable, so entities with money will never bankroll it? The only alternative I can think of is 100% socialism and centrally managed economy, where all businesses are owned and bankrolled by the state. However, in practice all such implementations so far (over probably at least a dozen different countries) has been terribly inefficient and corrupt.
If you hit the growth targets, they will pat you in the back and will demand Hyperscale growth growth growth and will throw money at you to supercharge it.
If you refuse to chase the growth, they will simply kick you off the company via Board or fund your competitor that will chase the growth at all means
Chilling effect is there one way or another, and even when that does not work adverse selection does.
You have to have a very strong market position to resist the investor pressure. Kinda like Google had twenty years ago.
Or you can have a diverse set of investors who can’t or won’t be swayed by activist investors. But that usually means being public at which point your employees are incentivized by RSUs.
If you get the money and then try to U-turn and refuse to chase growth, the board will start asking questions
The legal obligation is that CEO does whatever board tells him to, otherwise board can fire ceo
This amounts to an argument that if doing something immoral gives you money and power, you can not possibly say no and no one can blame you. That somehow more money and power is good enough excuse.
In 95% of cases, the founder isn't smashing moral barriers because the VCs and shareholders are making them, or lording the threat of legal action or any some such.
In 95% of cases, the founder is smashing through moral barriers because their interests are aligned with the VCs: because they think what they are doing will lead to stupendous mega-wealth for them personally.
Like sure, I think the idea that corporate execs must be beholden to maximizing share price is a) corrosive to our society and b) not as true as often portrayed, but I don't think that's even a real factor here.
The ones who play the game with integrity and morals never have the type of growth that makes headlines. But I’m sure they exist.
To succeed, you have to execute many things well and avoid bad luck. Add to this an extra constraint that one also needs integrity or morals and it will drastically reduce your success rate.
My statement will be true as long as having integrity or morals could hinder growth in some way.
Legally maybe. The market and shareholders will punish you if you deviate from the current standard behavior.
We’ve all seen companies do layoffs just because “Wall Street” was concerned about the economy and then instantly see the stock price spike up.
These negative consequences are all results of bog standard prisoner dilemma issues that need government regulation to make sure everyone picks the good square, but the tech industry and this boards community as well is allergic to the idea that regulations can improve the situation for everyone
And even if what you said is true, you can look at the results of years of this system, the difference between companies with outside investment vs without makes a strong case against what you're saying.
It's like saying educating people about their rights wrt police helps, but in practice police don't derive their power from actual laws and it comes at considerable personal expense to push it to courts, in the same way Delaware is very strongly biased towards shareholder rights.
That may be true legally, but practically it's only true if they control the board. Otherwise they will simply be replaced by people who are willing to do what the board wants.
That's what I was responding to.
But it's important for founders to understand they are not legally obligated to do any specific thing for their shareholders. It is their responsibility to act morally. Yes, there are other incentives and forces at play. "Legal obligation" is not the cop-out excuse that executives claim it is.
Individual investors are largely operating on trust.