Re:What Happens When a Healthcare Startup Leaves You With th...
by bbanyc on Thursday July 03, 2014 @03:33PM
(#7985166)
Ford's real motivation was to keep money out of the hands of the Dodge brothers - he thought they were going to use the dividend money to start a rival automaker, and he was right.
The court ruled against Ford because he was acting in bad faith towards his shareholders, not because it's wrong for a corporation to accumulate assets and reinvest in its business instead of paying dividends. (Otherwise Steve Jobs and Warren Buffett would be in trouble...)
The plaintiff Dodge brothers contended an improper altruism towards his workers and customers motivated Ford. The court agreed, strongly rebuking Ford:
"A business corporation is organized and carried on primarily for the profit of the stockholders. The powers of the directors are to be employed for that end. The discretion of directors is to be exercised in the choice of means to attain that end, and does not extend to a change in the end itself, to the reduction of profits, or to the nondistribution of profits among stockholders in order to devote them to other purposes."
http://www.professorbainbridge.com/professorbainbridgecom/20...