Dodge v. Ford Motor Co.
204 Mich. 459, 170 N.W. 668 (1919)
Ford, as the CEO and majority
shareholder of his company, announced a plan to end paying out special
dividends to shareholders, and instead take the profits and reinvest them
in order to employ more workers and build more factories. That would
allow him to employ more people and cut the costs of his cars to make them
affordable to more people.
Ford said, "My ambition
is to employ still more men, to spread the benefits of this industrial
system to the greatest possible number, to help them build up their lives
and their homes. To do this we are putting the greatest share of our
profits back in the business."
Minority shareholders,
including Dodge, sued to stop Ford's plans.
Dodge argued that the
purpose of the company was to maximize shareholder profits, not to help
the community by making affordable cars, or employ more workers.
The Trial Court found for
Dodge and ordered Ford to give out a big dividend to shareholders. Ford
appealed.
The Michigan Supreme Court
affirmed.
The Michigan Supreme Court
found that a corporation is organized primarily for the profit of the
stockholders, as opposed to the community or its employees.
The Court found that the corporations'
directors have some discretion to chart the course of the business (under
the business judgment rule), but
that discretion does not extend to the reduction of profits or the
non-distribution of profits among stockholders in order to benefit the public.
Basically, a corporation is
a business, not a charity. It is the primary duty of the management to maximize
shareholder wealth.
That doesn't mean it is the
sole duty of the directors to
maximize profits. The Court noted that "an incidental humanitarian
expenditure for the benefit of the employees" would be permissible.
Btw, Ford wasn't as altruistic
as one might think. Turns out, Ford knew that Dodge was using the
dividend money to build a rival car company, and he was probably trying to
bankrupt any potential competition.