Let’s say you own a small business, maybe the local car dealership, assuming it is still extant. One day, you are feeling pinched and sell some shares of the business to a few folks in town. To keep things on the up and up, you create a board.
NO EXPECTATIONS "The stockholder is . . . left as a matter of law with little more than the loose expectation that a group of men, under a nominal duty to run the enterprise for his benefit and that of others like him, will actually observe the obligation." — Adolf Augustus Berle and Gardiner Coit Means in "The Modern Corporation and Private Property," 1932
Every year you and the other shareholders get a report from the fellow you hired to manage the dealership. The business runs so smoothly you barely even think about it. Until one day, sales crash and profits, too. You would like to sell your stock, but it is in the tank. So you ring up the manager to see what happened. “Simple,” he says. “I quadrupled my bonus and I forgot to order a line of fuel-efficient cars. My bad.” Then he hangs up.
Feeling a little irritated, you try to contact some of the directors, but they are out driving gas-guzzlers that the manager supplied them and don’t seem inclined to return your calls. Now you are very irritated. As the biggest shareholder, you request that your name be included on the proxy ballot for the next election to the board.
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