From Dodge to eBay: The Elusive Corporate Purpose
Bel article proposé par la professeure Tsuk Mitchell, Dalia : « From Dodge to eBay: The Elusive Corporate Purpose » (Virginia Law & Business Review, 2019, Vol. 13, No. 2, pp. 155-211) ! Cet article revient sur la fameuse mission des entreprises en confrontant les visions économiques et socio-politiques qui expliquent une lecture différentes de son contenu.
Résumé :
This article examines the history of the law of corporate purpose. I argue that the seemingly conflicting visions of corporate social responsibility and shareholder wealth maximization, which characterize contemporary debates about the subject, are grounded in two different paradigms for corporate law — a socio-political paradigm and an economic-financial one. Advocates of the socio-political paradigm have historically focused on the power that corporations could exercise in society, while those embracing the economic-financial paradigm expressed concerns about the power that the control group could exercise over the corporation’s shareholders. Over the course of the twentieth century, scholars have debated the merits of each of these paradigms and the concerns associated with them, while judges drew upon the academic and, more importantly, the managerial sentiments and concerns of the era to attach a purpose to corporate law’s doctrine, that is, the ultra vires doctrine in the early twentieth century, the enabling business judgment rule by mid-century, and the laws applicable to evaluating managerial responses to hostile takeovers at the century’s end. Ultimately, the cases seemingly addressing corporate purpose did not endorse wealth maximization or social responsibility as objectives. Rather, they empowered corporate managers to set corporate goals without interference from shareholders or the courts.
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