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A.P. Smith v. Barlow: Who Decides the Purpose of a Corporation?

Debating the purpose of a corporation is another way to frame the stakeholder and shareholder debate. Professor Sean Griffith discusses the case of A.P. Smith Manufacturing Corporation v. Barlow. If the managers of a corporation spend corporate money, in what circumstances can the shareholders demand scrutiny and recompense in court? https://youtube.com/watch?v=L1Nil8pxbmg

Transcript

One way of thinking about the shareholder stakeholder debate is thinking about what's the purpose of the corporation. The shareholder stakeholder debate is on whose behalf should the managers serve corporate interests? There's a famous case about this company in New Jersey called the AP Smith Manufacturing Corporation. Basically it involves a company that wants to give a donation to Princeton University. So the corporation, it's a corporation that makes valves and other kinds of hardware. And what it decides to do is give some donation to Princeton. Now, Princeton supplies a lot of liberal arts graduates, but not a lot of valve makers. So it's hard to understand what the immediate benefit of the donation was. And so one of the shareholders sued and said, "Look, this is just a waste of money. Giving the corporations money to Princeton University is basically giving money away that's mine. You might as well just return it to me as an investor. You've gone beyond what the purpose of the corporation ought to be." And in defending this lawsuit, the board of directors claim that no, actually the donations, private donations to private universities ensures the preservation of American liberty and American democracy. And that may or may not be true, but that's not the kind of explanation that implies a high degree of judicial scrutiny. Basically, the judges allowed the board of directors to give the donation without a whole lot of intense scrutiny of the donation itself. What we learned from the AP Smith Manufacturing Company is that judges aren't going to look very hard at claims that the corporation is not serving the investors purpose. There are other ways that investors can deal with that problem, like voting on a new board of directors to do what they want. Judges aren't going to get involved in that kind of case. And a lot of corporate law is like that, the level of scrutiny that judges apply to the plaintiff's claim. The level of scrutiny that's applied to claims about purpose are very little, in fact, it's the business judgment rule and the business judgment rule is a standard of discretion, discretion to the managers, as long as they are not acting in their own self-interest in the donation. So if, for example, in the AP Smith case, the donation was actually motivated by the desire to get the CEO's child into Princeton, that would be the kind of donation that the court might not have allowed. But a general donation, even though it's the taking away of shareholder wealth and the placing of that shareholder wealth into other hands at management's discretion, is not the kind of thing that the court will get involved in. So there is a very loose standard of scrutiny around most purpose claims during the life of the corporation. And that's something that's important to keep in mind. So even under the current dominant theory of shareholder wealth maximization, managers, in fact, have wide discretion to serve all kinds of corporate interests. And in fact, it's in their best interest to keep the corporation running to do so. Managers are not subject to lawsuit from shareholders for failing to serve shareholders best interests during the life of the corporation, as long as the managers don't act in their own self-interest. So even under a shareholderist paradigm for how corporations ought to be run there's wide discretion for managers to allocate welfare to other constituencies.

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