The Shareholder Value Myth

The Shareholder Value Myth: How putting shareholders first harms investors, corporations, and the public

by Lynn Stout

Business schools and law schools teach that the purpose of a corporation is to maximize shareholder wealth. “Shareholder wealth, in turn, is typically measured by share price—meaning share price today, not share price next year or next decade.” Lynn Stout (1957-2018), who was a business law professor at Cornell, makes the case that this is both untrue and harmful.

“United States corporate law does not, and never has, required directors of public corporations to maximize either share price or shareholder wealth… State statutes similarly refuse to mandate shareholder primacy… As long as boards do not use their power to enrich themselves, the [business judgment rule] gives them a wide range of discretion to run public corporations with other goals in mind, including growing the firm, creating quality products, protecting employees, and serving the public interest. Chasing shareholder value is a managerial choice, not a legal requirement.”

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Boards that Lead

boards-that-lead

Boards that Lead: When to Change, When to Partner, and When to Stay Out of the Way

by Ram Charan, Dennis Carey, Michael Useem

“A board can be a destroyer or a creator of value.” This book presents an excellent analysis of how the inept boards of Hewlett-Packard, Motorola, and AIG destroyed shareholder value; interesting insights into the turnarounds of Apple and Tyco; CEO succession at Ford, 3M, and GlaxoSmithKline; and Procter & Gamble’s acquisition of Gillette. Continue reading “Boards that Lead”