Of course, it is true that the business judgment rule provides directors with wide discretion, and thus enables directors to justify–by reference to long-run stockholder interests–a number of decisions that may in fact be motivated more by a concern for a charity the CEO cares about, the community in which the corporate headquarters is located, or once in a while, even the company’s ordinary workers, rather than long-run stockholder wealth. But that does not alter the reality of what the law is. Dodge v. Ford and eBay are hornbook law because they make clear that if a fiduciary admits that he is treating an interest other than stockholder wealth as an end in itself, rather than an instrument to stockholder wealth, he is committing a breach of fiduciary duty. And these confession cases illustrate the very foundation for the business judgment rule itself.
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