Shareholder Primacy
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Shareholder Primacy
Shareholder primacy is a theory in corporate governance—especially when dealing with United States corporate law—holding that shareholder interests should be assigned first priority relative to all other corporate stakeholders. A shareholder primacy approach often gives shareholders power to intercede directly and frequently in corporate decision-making, through such means as unilateral shareholder power to amend corporate charters, shareholder referendums on business decisions and regular corporate board election contests. The shareholder primacy norm was first used by courts to resolve disputes among majority and minority shareholders, and, over time, this use of the shareholder primacy norm evolved into the modern doctrine of minority shareholder oppression. James Kee wrote in 1995 for the Mises Institute, "If private property were truly respected, shareholder interest would be the primary, or even better, the sole purpose, of the corporation." However, the doctrine of sh ...
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Corporate Governance
Corporate governance is defined, described or delineated in diverse ways, depending on the writer's purpose. Writers focused on a disciplinary interest or context (such as accounting, finance, law, or management) often adopt narrow definitions that appear purpose-specific. Writers concerned with regulatory policy in relation to corporate governance practices often use broader structural descriptions. A broad (meta) definition that encompasses many adopted definitions is "Corporate governance” describes the processes, structures, and mechanisms that influence the control and direction of corporations." This meta definition accommodates both the narrow definitions used in specific contexts and the broader descriptions that are often presented as authoritative. The latter include: the structural definition from the Cadbury Report, which identifies corporate governance as "the system by which companies are directed and controlled" (Cadbury 1992, p. 15); and the relational-structu ...
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Gardiner Means
Gardiner Coit Means (June 8, 1896 in Windham, Connecticut – February 15, 1988 in Vienna, Virginia) was an American economist who worked at Harvard University, where he met lawyer-diplomat Adolf A. Berle. Together they wrote the seminal work of corporate governance, '' The Modern Corporation and Private Property''. During the New Deal, Means served as an economic adviser to Franklin D. Roosevelt and Henry A. Wallace. Academic work Means followed the institutionalist tradition of economists. In 1934 he coined term "administered prices" to refer to prices set by firms in monopoly positions. In ''The Corporate Revolution in America'' (1962) he wrote: "We now have single corporate enterprises employing hundreds of thousands of workers, having hundreds of thousands of stockholders, using billions of dollars' worth of the instruments of production, serving millions of customers, and controlled by a single management group. These are great collectives of enterprise, and a system com ...
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Friedman Doctrine
The Friedman doctrine, also called shareholder theory is a normative theory of business ethics advanced by economist Milton Friedman which holds that the social responsibility of business is to increase its profits. This shareholder primacy approach views shareholders as the economic engine of the organization and the only group to which the firm is socially responsible. As such, the goal of the firm is to increase its profits and maximize returns to shareholders. Friedman argues that the shareholders can then decide for themselves what social initiatives to take part in, rather than have an executive whom the shareholders appointed explicitly for business purposes decide such matters for them. The Friedman doctrine has been very influential in the corporate world from the 1980s to the 2000s, but has attracted criticism, particularly since the financial crisis of 2007–2008 (caused by various financial institutions which engaged in excessive risk for profit maximization, causing ...
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Corporate Executive
Corporate titles or business titles are given to corporate officers to show what duties and responsibilities they have in the organization. Such titles are used by publicly and privately held for-profit corporations, cooperatives, non-profit organizations, educational institutions, partnerships, and sole proprietorships also confer corporate titles. Variations There are considerable variations in the composition and responsibilities of corporate title. Within the corporate office or corporate center of a corporation, some corporations have a chairman and chief executive officer (CEO) as the top-ranking executive, while the number two is the president and chief operating officer (COO); other corporations have a president and CEO but no official deputy. Typically, senior managers are "higher" than vice presidents, although many times a senior officer may also hold a vice president title, such as executive vice president and chief financial officer (CFO). The board of directors ...
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Private Property
Private property is a legal designation for the ownership of property by non-governmental legal entities. Private property is distinguishable from public property and personal property, which is owned by a state entity, and from collective or cooperative property, which is owned by a group of non-governmental entities. Private property is foundational to capitalism, an economic system based on the private ownership of the means of production and their operation for profit. The distinction between private and personal property varies depending on political philosophy, with socialist perspectives making a hard distinction between the two. As a legal concept, private property is defined and enforced by a country's political system. History Ideas about and discussion of private property date back to the Persian Empire, and emerge in the Western tradition at least as far back as Plato. Prior to the 18th century, English speakers generally used the word "property" in reference ...
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Free-enterprise
In economics, a free market is an economic system in which the prices of goods and services are determined by supply and demand expressed by sellers and buyers. Such markets, as modeled, operate without the intervention of government or any other external authority. Proponents of the free market as a normative ideal contrast it with a regulated market, in which a government intervenes in supply and demand by means of various methods such as taxes or regulations. In an idealized free market economy, prices for goods and services are set solely by the bids and offers of the participants. Scholars contrast the concept of a free market with the concept of a coordinated market in fields of study such as political economy, new institutional economics, economic sociology and political science. All of these fields emphasize the importance in currently existing market systems of rule-making institutions external to the simple forces of supply and demand which create space for those ...
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The New York Times
''The New York Times'' (''the Times'', ''NYT'', or the Gray Lady) is a daily newspaper based in New York City with a worldwide readership reported in 2020 to comprise a declining 840,000 paid print subscribers, and a growing 6 million paid digital media, digital subscribers. It also is a producer of popular podcasts such as ''The Daily (podcast), The Daily''. Founded in 1851 by Henry Jarvis Raymond and George Jones (publisher), George Jones, it was initially published by Raymond, Jones & Company. The ''Times'' has won List of Pulitzer Prizes awarded to The New York Times, 132 Pulitzer Prizes, the most of any newspaper, and has long been regarded as a national "newspaper of record". For print it is ranked List of newspapers by circulation, 18th in the world by circulation and List of newspapers in the United States, 3rd in the U.S. The paper is owned by the New York Times Company, which is Public company, publicly traded. It has been governed by the Sulzberger family since 189 ...
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Milton Friedman
Milton Friedman (; July 31, 1912 – November 16, 2006) was an American economist and statistician who received the 1976 Nobel Memorial Prize in Economic Sciences for his research on consumption analysis, monetary history and theory and the complexity of stabilization policy. With George Stigler and others, Friedman was among the intellectual leaders of the Chicago school of economics, a neoclassical school of economic thought associated with the work of the faculty at the University of Chicago that rejected Keynesianism in favor of monetarism until the mid-1970s, when it turned to new classical macroeconomics heavily based on the concept of rational expectations. Several students, young professors and academics who were recruited or mentored by Friedman at Chicago went on to become leading economists, including Gary Becker, Robert Fogel, Thomas Sowell and Robert Lucas Jr. Friedman's challenges to what he called "naive Keynesian theory" began with his interpretation ...
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Capitalism And Freedom
''Capitalism and Freedom'' is a book by Milton Friedman originally published in 1962 by the University of Chicago Press which discusses the role of economic capitalism in liberal society. It has sold more than half a million copies since 1962 and has been translated into eighteen languages. Friedman argues for economic freedom as a precondition for political freedom. He defines "liberal" in European Enlightenment terms, contrasting with an American usage that he believes has been corrupted since the Great Depression. The book identifies several places in which a free market can be promoted for both philosophical and practical reasons. Among other concepts, Friedman advocates ending the mandatory licensing of physicians and introducing a system of vouchers for school education. Context ''Capitalism and Freedom'' was published nearly two decades after World War II, a time when the Great Depression was still in collective memory. Under the Kennedy and preceding Eisenhower admin ...
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Boston Review
''Boston Review'' is an American quarterly political and literary magazine. It publishes political, social, and historical analysis, literary and cultural criticism, book reviews, fiction, and poetry, both online and in print. Its signature form is a "forum", featuring a lead essay and several responses. ''Boston Review'' also publishes an imprint of books with MIT Press. The editors in chief are Deborah Chasman and political philosopher Joshua Cohen; Pulitzer Prize-winning writer Junot Díaz is the fiction editor. The magazine is published by Boston Critic, Inc., a nonprofit organization. It has received praise from notable intellectuals and writers including John Kenneth Galbraith, Henry Louis Gates Jr., John Rawls, Naomi Klein, Robin Kelley, Martha Nussbaum, and Jorie Graham. History ''Boston Review'' was founded as ''New Boston Review'' in 1975. A quarterly devoted to literature and the arts, the magazine was started by a group that included Juan Alonso, Richard Burgin, a ...
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Adolf Berle
Adolf Augustus Berle Jr. (; January 29, 1895 – February 17, 1971) was an American lawyer, educator, writer, and diplomat. He was the author of ''The Modern Corporation and Private Property'', a groundbreaking work on corporate governance, a professor at Columbia University, and an important member of US President Franklin Roosevelt's "Brain Trust." Early life Berle was born in Boston, Massachusetts, the son of Mary Augusta (Wright) and Adolf Augustus Berle. He entered Harvard College at age 14, earning a bachelor's degree in 1913 and a master's degree in 1914. He then enrolled in Harvard Law School. In 1916, at age 21, he became the second youngest graduate in the school's history, behind only Louis Brandeis. Career Early career Upon graduation Berle joined the US military. His first assignment as an intelligence officer was to assist in increasing sugar production in the Dominican Republic by working out property and contractual conflicts among rural landowners. Immediately ...
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United States Corporate Law
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and Calif ...
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