האם חברות נועדו להשיא את הרווחים של בעלי המניות? ניתוח כלכלי ביקורתי

It is common knowledge that the aim of a commercial enterprise is to maximize the capital gains of the company’s shareholders. This functional goal, which focuses on capital owners, is perceived as natural – almost as an axiom – in common law. The article seeks to examine whether this definition of corporate goals facilitates economic efficiency. The first part of the article reveals three practical failures: First, corporate law’s preference for the shareholders’ interests leaves the door open to systematic externalization of costs to the company’s input suppliers (such as creditors and employees). Second, maximizing shareholders’ gains sometimes conflicts with the independent interests of the company as a separate entity. Third, the stated goal establishes a standard of behavior for corporate officers, which exacerbates the agency problem, since it places the officers in a situation of multiple and conflicting loyalties. The second part of the article critically examines three groups of possible solutions for the above-mentioned failures: Contractual solutions (i.e., are the parties to the corporate nexus of contracts capable of protecting their own interests by contractual means?), market solutions (i.e., in the event of contractual failure, can these problems be resolved via the competitive forces in the relevant markets?), and general regulatory resolutions (i.e., in the event of contractual and market failures, can these problems be resolved through a general legal arrangement, outside of corporate law?). The discussion raises significant doubts regarding the effectiveness of each of the alternatives. In contrast to prevalent opinion, the definition of a company’s goal as the maximization of the shareholders’ gains does not promote the objective of economic efficiency.