> Look at Facebook, and the CEO special shares. Do you think you are an owner of Facebook or a passenger along for the ride?

That's not a great example, because in Facebook's structure, Zuck has special class shares which give him 10x the voting power of regular shares, per share. So he actually does have the majority of the shareholder power, irrespective of any rationale of the responsibility of directors.

And why did he do that? Because he founded Facebook as Director/Owner and want's to drive the company the direction he wants. Once more, it's about the governance of the company the priority. He did not put first optimization of the shareholders profit. That hopefully will come.

Or to give another variation on my argument. Let's assume that with his decisions on governance, he embarks on a road that provides for a steady stream of profits, on a new domain of guaranteed margin and high entry barrier for competitors.

A business model that will provide steady, slow, stable, but minimal grow. That will be good for the company on the long term, but not that good for shareholders returns. The lack of grow is unlikely to create a stock price increase.

You don’t seem to understand. If Elon buys 100% of shares, it will become a private company. It won’t be traded on a stock market any more, and won’t have a share price.

If he buys 100% of the shares the company can still be traded and shares will have a price. Shares can traded over the counter or via private deals. Just not through the Nasdaq.

The point here is that he does not own the company yet, and directors are the managers of the company and free to run it as they see fit.

You have a hilarious misunderstanding of the financial system, and using Financial Times is proof of it.

Like a lot of HN posters, you seem to have zero understanding of the rules behind the rules and think what's actually found codified in law somewhere sitting on a shelf is how things actually work. It isn't.

If it was, Hunter Biden would be in jail, the last 4 or 5 American presidents should be impeached and in prison for war crimes, most of the high level executives at large banks would in jail after 2008.

Shareholders can absolutely order directors to act on their whim, or guess what happens at the next shareholder meeting? That board director gets fired.

Being the FT, the article is written from a UK perspective but not entirely. Does not look like you read it, and I am only using it as an example of my rationale.

I will post here some partial quotes and you can read the rest if you are interested.

"...Shareholders own the corporation, and the duty of the directors to maximise shareholder value follows from that. I have lost count of the number of times I have been told “that is the law”. But it is not the law. Certainly not in America, as Lynn Stout, a professor at Cornell University Law School, has pointed out..."

"...Shareholders in England have more rights — but even there, the obligation of a company director is to promote the success of the company for the benefit of the members. The company comes first, the benefit to the members follows from its success. And English shareholders are definitely not owners. The Court of Appeal declared in 1948 that “shareholders are not, in the eyes of the law, part owners of the company”. In 2003, the House of Lords reaffirmed that ruling, in un­equivocal terms..."

"...Ownership is not a simple concept..."

"...But shares give their holders no right of possession and no right of use. If shareholders go to the company premises, they will more likely than not be turned away..."

"...Shareholders do not have the right to manage the company in which they hold an interest, and even their right to appoint the people who do is largely theoretical. They are entitled only to such part of the income as the directors declare as dividends, and have no right to the proceeds of the sale of corporate assets — except in the event of the liquidation of the entire company, in which case they will get what is left; not much, as a rule..."