Ford is an anomaly, as other courts have not followed its view of shareholder primacy. Most state legislatures have resisted the tenets of Dodge v. Ford by enacting statutes that expressly authorize corporate directors to look beyond shareholder wealth maximization.
In practice, courts are deferential to board decision making. Under a doctrine called the business judgment rule, unless the directors have a conflict of interest, nearly all board business decisions are beyond judicial review. If there is a potential benefit to shareholders, the courts will not interfere.
Its founders, lawyers, and lobbyists had taken many steps to prevent a hostile takeover. To cancel a poison pill, an acquirer must either find a friendly board or get one elected. The company had two classes of common stock, one with 10 votes per share and the other with one vote, and between them they held three-quarters of the super-voting stock. The New York Times Co. Faced with an entrenched unfriendly board, a would-be acquirer might have gone to court claiming that corporate law required the board to redeem a poison pill.
This was unlikely for two reasons. First, although Vermont courts have not been presented with this situation, most state courts that have considered it have rejected any such obligation. Second, even if the obligation might theoretically exist, this situation was unlikely to trigger it. Suppose, however, that a Vermont court had required the board to act to redeem its poison pill or enter into a merger agreement. It does not mean the offer will succeed. If a majority of shareholders do not agree to tender their shares for sale, the attempted takeover fails.
If they did not tender, they retained their stock and their control of the company. The foundation itself could not be taken over because its board members selected their own successors. There is one complication in the analysis above.
The board would, after all, owe fiduciary duties to the holders of super-voting stock, and a duty of good faith and fair dealing to holders of the preferred stock. Corporate law permitted super-voting stock and the granting of a veto to a charitable foundation. Moreover, corporate law allows directors to reject an offer, at least where the directors have not irrevocably committed themselves to a sale.
Some cynically claim that the founders were ready to cash out. People close to the decision say they were motivated by fear of litigation, followed by a judgment that they would have to satisfy personally. Although the company had made its name with wacky flavors and chunky mix-ins, the most popular ice cream flavor in America was—as it remains—plain vanilla.
While the super-premium ice cream market was growing, so was the competition. Holland stepped down in Some examples of this mission include:. Actively scan device characteristics for identification. Use precise geolocation data. Select personalised content. Create a personalised content profile.
Measure ad performance. Select basic ads. Create a personalised ads profile. Select personalised ads. Apply market research to generate audience insights. Measure content performance. Respect for employees took a far greater precedence than any corporate or profit oriented concerns.
Meanwhile, the founders continued to concentrate much of their energies on setting an example of giving back to the community-in this case, the global community. For some ingredients-cashews from Brazil, blueberries from Maine-the company began a policy of purchasing from indigenous peoples and paying a fair rate.
Closer to home, a "Partnershop" with a Harlem shelter for homeless men opened in ; the ice cream shop is staffed by residents and the shelter receives 75 percent of the store's profits. This was a non-profit organization that actively worked to redirect one percent of the United States military budget to life-improving-not life-taking-goals. Their Peace Pops, introduced that same year, served as a marketing tool for the foundation, providing information on the 1 percent for Peace campaign and directing the interested toward action.
In one episode derided by the mainstream business periodical Fortune, they paid above-market prices to their local milk suppliers after cutbacks in a federal dairy-subsidy program caused market prices to drop severely.
High wages and excellent benefits consistently landed the company on lists of the best companies in America at which to work. At the production plant and offices, workers are subject to an unusual corporate entity initiated by Greenfield known as the "Joy Gang.
Since , the company also offers benefits to domestic partners and management is encouraged to dress as casual as plant employees. It is also policy to allow employees paid time off to do volunteer work, and perhaps best of all, each is allowed to take home three free pints a day of the company product. Cohen and Greenfield's innovations in what they call "values-led" capitalism has also earned them praise for their early efforts at recycling at their facilities, a mission also encouraged on their packaging.
Their idea of "caring capitalism," Greenfield explained in an interview with USA Today' s Ellen Neuborne, means a plan "where you consider effects on the community alongside products and profits.
Cohen resigned as chief executive officer CEO in June of , but remains chair of the board and invents new ice cream flavors. I Want to be CEO!
They eventually settled on a rather traditional corporate chief discovered through an executive-search firm. Greenfield remains vice-chair of the board and director of mobile promotions. Now they say it's just a way to hype ice cream. It's a journey.
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