You can sue, shareholders of large corporations. You can sue when a CEO of a corporation decides to institute a corporate social-responsibility program. You can sue the CEO who decides on such a policy and, you can sue the company he represents.
When a CEO decides to institute a corporate social-responsibility program that has NO FINANCIAL BENEFIT to the business:
YOU THE SHAREHOLDER CAN SUE
If the stock value or the profitability of the corporation go down as a result.
The fiduciary responsibility of a CEO is to safeguard the company’s assets. CEOs turned activist have no business setting social policies, taking sides, in politics whether liberal or conservative or otherwise branding or directing the assets of the corporation they represent in non-financial ways or which produce decline and equity value or profit return, which of course in turn affects dividends. If a CEO or Board of Directors engages in such activist policy, that CEO is personally liable for such financial decline. A CEO of a public company should be well aware of and acknowledge this overriding principle:
“IT’S NOT OUR MONEY, BUT THAT OF THE SHAREHOLDERS.”
That would be you and me who invest our savings, our surplus capital, our investment capital in the stock of that company and with the trust that such a company and its CEO will operate in a way highly ethical and trustworthy. Get ready for a massive lawsuit if you don’t! When shareholders suffer damages at the hands of corporate management, those same shareholders can pursue one of two legal remedies. First, available to them to right the wrong is the:
CLASS-ACTION SUIT
That is legal action which is initiated by multiple plaintiffs belonging to a defined class of shareholder who have suffered damaged and joined together in a suit seeking compensation and the redress of loss. Class action lawsuits are common today and trial attorney, personal or property injury attorneys, are anxious to form such a class and institute such litigation when financial harm occurs. Class action lawsuits may well have occurred from damage-suffering shareholders in the very company in which you hold stock. You should check that out.
The second kind of lawsuit which financially damaged shareholders can initiate is:
THE DERIVATIVE LAWSUIT
In such legal action, company managers, directors and officers can be sued on behalf of all shareholders. The suffering shareholder can take his or her pick. Either kind of lawsuit can be effective, the financial wrong can be righted and the executives functioning in a non-fiduciary capacity in behalf of the corporation can be terminated. Either of these two legal actions are becoming much more commonplace as CEOs turn political or social.
In today’s heated political climate, some executives have rejected the fundamentals of corporate management and leadership in favor of short term publicity for themselves and their corporations. Recently, several CEOs abruptly resigned from the now-disbanded WHITE HOUSE COUNCIL ON MANUFACTURING. They did so sighting personal views or political disagreement as their reasons for resigning. Many think these CEOs gave up a strong business opportunity to work with government, influence regulatory policy, and otherwise advance the prestige, branding and influence of the corporations they represent. And, the shares of stock which you hold! I wonder if a Class Action lawsuit can hold them accountable for such a personal decision not in the best interests of the corporation they represent!
Take the resignation of CEO Kenneth Frazier, CEO of Merck, Sharp and Dome to resign from the Trump formed Council of Business Executives. Merck would have gained a significant competitive advantage retaining its seat on the council, exercising influence on business decisions, and otherwise being able to advance the general economic policies of pharmaceutical companies and Merck in particular. Shareholders, said one economist, should have serious questions about such action and Class Action lawsuits may ensue to determine whether or not high-profile CEOs have the authority to take such risks to the potential harm of the economic structure of their company. Should these executives, as individuals, bear the legal responsibility for any long term damage to shareholder value? Many scholars, lawyers and professors of economics say an unqualified:
YES!
It matters not what the political or social beliefs of a CEO may be. Some of those who resigned from the Trump Council on economics, the White House Council on Manufacturing, did so because they had personal distaste for or disagreement with the policies of Donald Trump. Some progressives or liberals may think that a good decision, standing up against Trump and his policies, but such a decision for shareholders is in fact:
BAD FOR BUSINESS
And bad for stock value. And bad for dividends. Take the losses shareholders, or join a Class Action suit to right the financial wrongs.
And then there is yet another activist CEO out of control. That would be Target’s activist CEO Brian Cornell. Cornell, wishing to curry favor with progressives and liberals responded to the North Carolina so-called bathroom bill which dealt with the issue of transgender use of bathrooms, any bathroom which they chose. Forbidding such use, CEO Cornell announced a newINCLUSIVE BATHROOM POLICY for Target and all of its stores which began in April 2016. Use either one you wish. And, as a result, guess what.
SALES PLUMMETED.
There was a widespread public outcry and boycotts of Target everywhere. There was a massive erosion of market share and equity value in the stock pricing and as a result, Target’s share value dropped:
40%
In the very short time between April 2016 and July 2017. Can you believe that?
Now get this, my fellow Americans, citizen investors, and especially those of you who may have invested in Target. The financial devastation, the unbelievable losses are expected to total:
$20 BILLION
That’s right, $20 billion of loss in shareholder value and stock pricing. That $20 billion worth of losses happened while the stock market generally rose:
15%
That’s right, 15% in that same year. That, my fellow American stockholders is the stuff of a massive lawsuit, is it not? Play the game of liberal and progressive politics and your shareholder-public company, your shareholders, your employees and YOU, activist CEO will pay. And you should pay bigtime!
Think about the financial devastation to the owners of the company, THE THOUSANDS OF SMALL SHAREHOLDERS. Billions of dollars lost. Think of the millions of Americans whose pension plans own Target stock. Think of the financial devastation to their long term financial planning including and especially retirement, massive losses as a result of liberal, radical, activist CEOs and other executives playing politics. Think of the effect on life savings. That led one professor of Corporate Finances and Business at Duke University to state the following:
“They got sucker-punched. THEY SHOULD PUNCH BACK!”
And you can be sure they will with a massive Class Action suit and you can be certain that Target, financially and economically, and in terms of stock credibility will never be the same. All thanks to the liberal, progressive actions and statements of an activist CEO. All of that $20 billion worth of loss because of a transgender bathroom policy decision by an executive. That man, that Cornell, should never work in business again.
And then there was CEO Schultz, CEO of the great company Starbucks. At an annual meeting of the shareholders of the company, Schultz exploded and the target of his wrath were:
CONSERVATIVES
Schultz attacked all things conservative and announced that anyone who was conservative should sell their Starbucks stock and never purchase Starbucks product again. NEVER! Schultz announced that Starbucks would hire at least 10,000 illegal immigrants, passing over legal American citizens and otherwise liberalizing Starbucks any way he could.
Well, guess what. Conservatives agreed, tens of thousands of shares of stock were sold, and the total financial damage and loss to the Starbucks Company both with regard to stock value and sales-profitability was the massive sum of at or about:
24%
24%! The activist, deplorable Schultz was terminated, but only after the damage was done. As a palliative to conservatives, the new CEO and the Board of Directors announced in an hypocritical way the determination to hire 10,000 VETERANS, real patriots and heroes who have served our country to make up for this horrendous mistake in judgment, and CEO hiring. That may have done some good, but the bulk of the massive losses remain. DUNKIN DONUTS started tasting real good to thousands of conservatives and Christians, and for me and so many in my company and my family as well.
The willful, activist and controversial CEO ACTIVISM of any publicly held company should not be viewed any differently from malfeasance in office or bad, and intentionally bad business policies. This very same Duke Professor said the following:
“They all reek of leadership malpractice.”
And indeed they do and they are indeed the fodder of Class Action lawsuits.
There was an old state case, in fact decided in 1919, by the Michigan Supreme Court known as DODGE V. FORD. The Court determined in that decision that Ford Motor Company must make decisions in the interests of its shareholders. That would be financial and economic. The Court ruling declared that the corporation can not make decisions which are in fact:
CHARITABLE IN NATURE
In short, said the court, corporations at the executive level, CEO, President, Board of Directors and decision making management must abide by the principle of:
SHAREHOLDER PRIMACY
That is, the shareholders come first and especially their economic interests in the company. THEY the shareholders are the owners! It is their money, the opportunity created by their investments which are the backbone of the company. CEOs have no right to move the corporation in any charitable direction much less skew its financial assets for charitable purposes. The overriding principle which should guide the actions of any CEO is:
“It’s not our money but that of the shareholders.”
So, when Howard Schultz of Starbucks decides to takeaway Christmas cups from Starbucks (an anti-Christian move) or hire refugees as a challenge to President Trump, that man should be sued in his capacity as CEO of Starbucks on the one hand and personally as an individual on the other. The 24,000, that’s right, 24,000 small shareholders not only have the right to sue, but they should sue the company and Schultz in a Class Action lawsuit. Get on with the lawsuit shareholders. Starbucks deserves it.
Some think that corporate and CEO activism, especially liberal and progressive is driven by the belief of the CEO and the corporation’s Board of Directors thatprogressive ideas are popular among media and that good public relations will follow those and their corporations who espouse these liberal-radical views. But that is simply not the case. There were as many as 127 companies which signed on to oppose President Trump’s Immigration Executive Order and such an action could well result in considerable financial harm to those companies and of course to the shareholders. And another 68 companies opposed North Carolina’s transgender bathroom bill even before enough information was available to understand the ramifications thereof! More decline, more loss, more politics and more trouble, potential Class Action trouble for these socially active corporations. Stay out of politics and cultural battles, corporations, or you will pay. IT IS NOT YOUR MONEY! It is ours, the shareholders. To borrow the statement of Senator Elizabeth Warren of Massachusetts in reply to these activist CEOs:
YOU DID NOT BUILD THIS COMPANY! WE THE SHAREHOLDERS DID WITH OUR MONEY AND OUR INVESTMENTS!
Good companies with good economic fundamentals will pay for the big mouths of these liberal-radical activist CEOs.
So, small shareholders, like you the 24,000 shareholders of Starbucks, you can sue when a CEO decides to institute a corporate social-responsibility program that has no real financial benefit to the business! You can sue, Class Action, and you should! These men and women at the top have no right to use your money, your investments in their social-political agenda. Class Action or derivative shareholder lawsuits are available and those legal actions should be pursued. In fact, they must be pursued when a CEO of a large corporation, like Target, like Starbucks, like Merck decides to institute a corporate social-responsibility program with no real financial benefit to the business. If you, the American citizen, the shareholder investor want to ensure SHAREHOLDER PRIMACY and the protection thereof, you should, again in the words of the Duke Professor of Economics:
KEEP YOUR LEGAL OPTIONS OPEN!
The integrity, the objectivity of American business demands that. After all, it is not their money in any way:
IT IS YOUR MONEY!
IT IS YOUR INVESTMENT!
IT IS YOUR FUTURE!
Protect it with all of your might.