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dea that the primary legal duty of
corporate boards is to achieve the highest possible stock price
290 BUSINESS ETHICS QUARTERLY
^Stakeholder theorists have been less than careful about making this distinction hetween
private and publicly traded corporations. The text of most stakeholder proposals seem to
assume a publicly traded status for the object of the theories, but, arguably, there is no reason
that stakeholder prmciples might not be applied to the privately held company.
••While courts have occasionally ruled on dividend policy over the last eighty years, the
most important decisions have focused on payouts so generous that plaintiff stockholders
have claimed that they threatened the survival of the business. Even then, judges have generally
avoided interference, and in the leading case {Sinclair Oil, 1971) the court decided that
firm-bankrupting dividends were permissible as long as minority shareholders were not discriminated
against in the looting of the till.
'Brudney (1985) suggests that courts have in recent years erected procedural barriers
limiting plaintiffs' ability to challenge self-dealing by shifting the burden of showing improper
motive onto the plaintiff See Buffalo Forge v. Ogden. 1983.
^These statutes, typically passed during the early 1980s, legalized various measures corporate
boards could t ^ e to "defend" the firm from hostile takeover attempts. These statutes
tended to be narrower and more technical than the corporate constituency statutes that began
to appear a few years later.
•'States that have passed corporate constituency statutes include: Connecticut, Florida,
Georgia, Hawaii, Idaho. Illinois, Indiana, Iowa, Kentucky, Louisiana, Maine, Massachusetts.
Minnesota, Mississippi, Missouri, Nebraska, New Jersey. New Mexico, New York, Ohio.
Oregon, Pennsylvania. Rhode Island, South Dakota, Tennessee. Wisconsin, Wyoming
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IRRELE\^NCE OF FIDUCIARY DUTIES TO SHAREHOLDERS 291
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