this post was submitted on 03 Oct 2024
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Showerthoughts
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Not that they are blameless - far from it - but they had a fiduciary responsibility to pursue the deal because it was good for their shareholders
"Fiduciary duty to get profit" is a libertarian myth. It has no legal basis.
It’s a myth so widely pushed and accepted over the decades that just calling it a myth won’t be accepted as an argument against it at this point.
What I think is interesting is that this sense of fiduciary duty can be used by a company to do whatever they want. Mass layoffs are part of a fiduciary duty to cut costs. Mass hirings are part of a fiduciary duty to expand operations for growth. At this point it’s less a myth and more an excuse for doing whatever.
No, I don’t think that’s true. Twitters board had to sue for specific performance because Musk backed out of a formal offer in the late stages for fabricated reasons. It’s not like it was “sue musk or go to jail” but their job as board members comes with a fiduciary obligation, and musk was paying 38% over the share price. Twitter is FAR from blameless but sueing musk isn’t a failing https://corpgov.law.harvard.edu/2022/07/14/twitter-vs-musk-the-complaint/
That's not what I said. I said the "Fiduciary duty to make profit" that keeps being brought up whenever corpos act like sociopaths, is a myth.
Ok? But that’s not what the Twitter board claimed. I agree with your premise but that isn’t what happened here.
You literally used it as the reason in the comment I replied to
But they literally HAVE a fiduciary obligation. I agree with you that people use that as an excuse for heinous shit, but in this case they had a formal, legally binding offer. Musk was in breach of contract and they sued for specific performance or damages. Musk didn’t want to pay the damages. If they didn’t sue, Twitter would forfeit I think $1bn in damages and their stock would tank. Not suing would open the door for hostile investors to come in, pretend to buy, back out when they wanted to and time the stock movements. I get what you’re saying, but this is a case where if the board didn’t sue then Twitters shareholders pay for it.
You and I may agree that they never should have been in that place to begin with but that’s definitionally a fiduciary obligation
That’s not the case at all, though it’s very often believed to be and stated as such on here and Reddit.
https://www.nytimes.com/roomfordebate/2015/04/16/what-are-corporations-obligations-to-shareholders/corporations-dont-have-to-maximize-profits
https://web.archive.org/web/20240529061049/https://skeptics.stackexchange.com/questions/8146/are-u-s-companies-legally-obligated-to-maximize-profits-for-shareholders