Originally Posted by focher
No, I think YOU should read up on those things then understand the definition of "fiduciary duty". Internet armchair lawyers are always worth exactly what you pay them. First, a Michigan state court ruling means exactly that ... Michigan. Second, some independent organization that says what it thinks the principles of corporate governance should be means exactly that. Nothing.
So that you're not under some misunderstanding, I am not a lawyer, let alone an armchair one. I just consider myself a reasonably informed citizen of my country.
If you don't understand the importance of State Supreme Court decisions that are not challenged all the way to the SCOTUS in a system of Common Law where the underlying legal principle is stare decisis, all I can say is that you're fundamentally clueless about how the law works in the US.
Suffice it to say that Dodge v. Ford (1919) is considered one of the founding cornerstones of corporate law in the US. Indeed, it is the starting point for hundreds of Delaware Chancery (look up the significance of that) decisions.
You deepen your ignorance -- and simply reveal your willingness to wallow in it -- if you are dismissing the role that American Law Institute and its Principles play in the formation of US law. If you live in the US, you might be interested to know that just about any major piece of law that governs your life -- family law, criminal law, commercial law, etc -- are drawn from a wide-ranging set of of ALI Principles. (I gave you the one just for corporate law). That's what every state legislature uses in this country as a reference guide to craft legislation. That's the first thing you would be handed if you were asked to become a board member or officer of a public company in the US. Look up 'ALI' and you might actually learn something.
You compound that ignorance by dismissing outright the Model Business Corporation Act (and its subsequent revision), which goes back to the 1950s and precedes ALI. Basically, I tried to give you three huge landmarks in the development of US corporate governance over the past century, and you throw back Wikipedia at me. Pathetic.
As to your puling up a random law review article, know that there are hundreds and hundreds of law review articles on Dodge v. Ford. If you want to PM me, I'd be happy to give you review/synthesis articles that summarize a sizable number of these. I know the literature well, and the same can't be said about you.
Ugh. Actually, no more for you.