Sorry, I really should have said, there's no duty to maximise/provide a dividend. And I didn't provide a reference because I consideree it well known /fundamental (in the UK only, perhaps). I'm glad the supreme court allows "modern" corporate law in the US to offer the same sensible position. If I understand the reference, it was originally driven by companies with a religious aim, but extends beyond that.
> Responding to lower court judges' suggestion that the purpose of for-profit corporations "is simply to make money," the court said, "For-profit corporations, with ownership approval, support a wide variety of charitable causes, and it is not at all uncommon for such corporations to further humanitarian and other altruistic objectives.
The meme of "duty to maximize profit" has no grounding in fact beyond internet comments trying to excuse unscrupulous behavior of a company with the justification that it was maximizing profits.
There is a "maximize shareholder value" (which isn't profits) but this is also recognized to be fuzzy.
> Corporate law has long required directors to act in the best interests of the corporation and its shareholders. In practice, this duty sometimes translated into a mandate to maximize shareholder value—at all costs. But while some businesspeople may follow that practice, most recognize that promoting shareholder interests invariably entails protecting the interests of others, such as employees and customers. Corporate law accommodates this reality by giving directors wide latitude in exercising their business judgment. Rather than such an impractical mandate that directors maximize shareholder value, courts say they must act in the best interests of the corporation and its shareholders.
> The flexibility in this framework entices advocates of non-shareholder interests to argue that directors owe a duty not only to the corporation and its shareholders but also to its employees, customers, and other constituents or “stakeholders.” Although this is certainly not the law, stakeholder advocates urge a norm in which directors no longer prioritize shareholder value but feel an obligation to such other constituents as well. Yet if it would be impracticable for judges to enforce a rule of shareholder value maximization, it would be more difficult to formulate a workable legal rule requiring directors to optimize across such contending interests.
> This case is frequently cited as support for the idea that corporate law requires boards of directors to maximize shareholder wealth. However, one view is that this interpretation has not represented the law in most states for some time:
> Dodge is often misread or mistaught as setting a legal rule of shareholder wealth maximization. This was not and is not the law. Shareholder wealth maximization is a standard of conduct for officers and directors, not a legal mandate. The business judgment rule [which was also upheld in this decision] protects many decisions that deviate from this standard. This is one reading of Dodge. If this is all the case is about, however, it isn't that interesting. -- M. Todd Henderson
> However, others, while agreeing that the case did not invent the idea of shareholder wealth maximization, found that it was an accurate statement of the law, in that "corporate officers and directors have a duty to manage the corporation for the purpose of maximizing profits for the benefit of shareholders" is a default legal rule, and that the reason that "Dodge v. Ford is a rule that is hardly ever enforced by courts" is not that it represents bad case law, but because the business judgement rule means:
> The rule of wealth maximization for shareholders is virtually impossible to enforce as a practical matter. The rule is aspirational, except in odd cases. As long as corporate directors and CEOs claim to be maximizing profits for shareholders, they will be taken at their word, because it is impossible to refute these corporate officials' self-serving assertions about their motives. -- Jonathan Macey
