The Michigan Supreme Court’s decision in Dodge v. Ford Motor Co., 204 Mich 459; 170 NW 668 (1919), established the principle of “shareholder primacy” in corporate America. The court ruled that Henry Ford had to operate the Ford Motor Company in the interests of its shareholders, rather than for the benefit of his employees or customers. However, the case also affirmed the business judgment rule, granting Ford broad discretion in how to manage the company.
Among non-experts, conventional wisdom holds that corporate law requires boards of directors to maximize shareholder wealth. This common but mistaken belief is almost invariably supported by reference to the Michigan Supreme Court’s 1919 opinion in Dodge v. Ford Motor Co.
— Lynn Stout
Dodge is often misread or mistaught as setting a legal rule of shareholder wealth maximization. This was not and is not the law. Shareholder wealth maximization is a standard of conduct for officers and directors, not a legal mandate. The business judgment rule [which was also upheld in this decision] protects many decisions that deviate from this standard. This is one reading of Dodge. If this is all the case is about, however, it isn’t that interesting.
— M. Todd Henderson