Quote:
Originally Posted by
focher 
Just so we're clear, I am a lawyer and your understanding of stare decisis is exactly as you describe ... one of a citizen and rather misinformed. A Michigan Supreme Court decision is exactly that, a ruling for Michigan. And it doesn't even say what you claim it says. There is no other settled law that the creation of shareholder value is a fiduciary duty of the board or officers in a corporation. You can write as long of a treatise as you want, but it's still not true. If you want to argue that there's an obligation that's a different thing but when you claim to the "legal obligation" standard you just don't have anything. Just imagine the complete mess that would be created if your premise were true. Every time a stock decreases in value, you are suggesting that shareholders have a valid civil claim. It's so ludicrous that it's hard to take the premise seriously. Beyond that, it's just not the law. Yes, it's true. I am stating outright that it's not the law. Even in Michigan. When you cite a single statute or even ruling court decision that says it is, then we can argue it. Otherwise, your premise is nothing more than your personal "informed citizen" view. That's worth twice as much as your legal knowledge. Anyone who argues a published article in the University of Chicago's Law Review - articles which are often referenced and footnoted in high court decisions - carries little weight while private institutes define settled law is ... well ... there's not even a way to describe it.
You sound pretty illiterate, for a lawyer. I wouldn't advertise that fact in public.
1) Stare decisis = 'the decision remains.' It is the fundamental guiding principle of common law systems (to which the US belongs).
2) I'd like you to show me one MAJOR court decision (that hasn't been thrown out on its butt) -- with the exception of the Paramount decision (look it up) which delimited Dodge v. Ford somewhat to make a distinction between short-term versus long-term shareholder value creation (the Delaware court, correctly, favored the latter) -- that goes directly against Dodge v. Ford. If you can't, you should just quietly move along.
3) It is shocking to me that, as a lawyer, you had no clue about RMBCA or, more importantly, ALI. That reveals your ignorance in spades.
4) Here's a suggestion for you. Buy a copy of the Corporate Director's Guidebook (it's not expensive), read it (it is a very short read), and then come back and post about the fiduciary duties of an officer/director of a corporation in the US.
What kind of lawyer are you? Where did you get your degree!?
As to published articles in leading law reviews (and I grant, Univ of Chicago LR is as good as it gets), I can I assure you -- without revealing too much more, since I am loathe to reveal much about myself in these forums that rely on anonymity so much -- that you'd be impressed with the citations I can give you. On this topic. But you'd have to PM me.
Edited by anantksundaram - 2/8/13 at 9:54am
