objectifs de l’entreprise

Le Harvard Law School Forum on Corporate Governance and Financial Regulation propose un bel article sous la plume de Frederick Alexander : « Moving Beyond Shareholder Primacy: Can Mammoth Corporations Like ExxonMobil Benefit Everyone? ». Une belle occasion de revenir sur le thème de la Benefit Corporation et de la remise en cause de la primauté actionnariale dont elle peut être la cause…

The New York Times recently took issue with Rex Tillerson, the President-elect’s nominee for Secretary of State, and the current CEO of ExxonMobil. Why? “Tillerson Put Company’s Needs Over U.S. Interests,” accused the front page headline. The article details how the company puts shareholders’ interests before the interests of the United States and of impoverished citizens of countries around the world.

In response, a company spokesman insisted that all laws were followed, and that “‘[a]bsent a law prohibiting something, we evaluate it on a business case basis.’” As one oil business journalist puts it in the article: “‘They are really all about business and doing what is best for shareholders.’” Thus, as long as a decision improves return to shareholders, its effect on citizens, workers, communities or the environment just doesn’t rank.

Unfortunately, this idea—evaluate the “business” case, without regard to collateral damage, permeates the global capital system. Corporations are fueled by financial capital, which ultimately comes from our bank accounts, pension plans, insurance premiums and mutual funds, and from foundations and endowments created for public benefit—in other words, our money. And yet when that capital is invested in companies that ignore societal and environmental costs, we all suffer: Corporations use our savings to drive climate change, increase political instability, and risk our future in myriad ways.

The good news is that structures like “benefit corporations” can help us repair our broken system of capital allocation—but the clock is ticking.

À la prochaine…

Ivan Tchotourian

Intéressant ce que relaie le Time. Il y a un des candidats à l’élection présidentielle américaine a invoqué le devoir fiduciaire pour justifier les politiques d’évitement fiscales qu’il a mises en œuvre pendant de nombreuses années : « Donald Trump’s ‘Fiduciary Duty’ Excuse on Taxes Is Just Plain Wrong ». Qu’en penser ? Pour la journaliste Rana Foroohar, la réponse est claire : « The Donald and his surrogates say he has a legal responsibility to minimize tax payments for his shareholders. It’s not a good excuse ».

It’s hard to know what to say to the New York Times’ revelation that Donald Trump lost so much money running various casino and hotel businesses into the ground in the mid-1990s ($916 million to be exact) that he could have avoided paying taxes for a full 18 years as a result (which may account for why he hasn’t voluntarily released his returns—they would make him look like a failure).

But predictably, Trump did have a response – fiduciary duty made me do it. So, how does the excuse stack up? Does Donald Trump, or any taxpayer, have a “fiduciary duty,” or legal responsibility, to maximize his income or minimize his payments on his personal taxes? In a word, no. “His argument is legal nonsense,” says Cornell University corporate and business law professor Lynn Stout,

À la prochaine…

Ivan Tchotourian