It's not legally required in the state of Delaware (or Michigan where Dodge v Ford occured) to _maximize_ shareholder value.

It's that if you're going to make a decision that affects 1/3 of the companies value you need to actually claim it's in the shareholders interest that you do so.

I don't think maximization of shareholder value is really the interesting part, it's the mandate that they must be prioritized ahead of employees and customers.

> It's that if you're going to make a decision that affects 1/3 of the companies value you need to actually claim it's in the shareholders interest that you do so.

I'm not really sure where the 1/3rd ratio came from. Can you explain? To my layman's ear, "value" and "shareholder value" are the exact same thing.

> I don't think maximization of shareholder value is really the interesting part, it's the mandate that they must be prioritized ahead of employees and customers.

The problem is that Ford didn't try to claim that the factory was in the shareholder's best interest.

> I'm not really sure where the 1/3rd ratio came from. Can you explain? To my layman's ear, "value" and "shareholder value" are the exact same thing.

Nothing special about 1/3. It's the value of the dividend (19 M) / value of Ford (60 M). If you're going to spend 1/3 of the company on something you better at least claim it's in the company / shareholder's best interest.

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To quote the wikipedia article

> Under some interpretations, the case also affirmed that the business judgment rule that directors may exercise is expansive, leaving Ford and other businesses a wide latitude about how to run the company, if management decisions can point to any rational link to benefiting the corporation as a whole.

And then to emphasis: "if management decisions can point to any rational link to benefiting the corporation as a whole."