Favouring short term gains over anything else is obviously wrong – Amazon could sell AWS for 5 billion dollars tomorrow, but I don't think you'd argue that this would be in their interest at all, even though it's just giving priority to current shareholders over more distant ones.
The reason is that it's a situation that's bound to happen. If I plan to be invested in a company for a specific length of time (for whatever reason) any decisions that benefit the company beyond that term do not benefit me. If those decisions actually harm the company in the short term then they work against my interests.
>Amazon could sell AWS for 5 billion dollars tomorrow
AWS isn't a product, it's capital. It'd be like a factory selling its machines. You only liquidate capital if you need cash right away, precisely because capital is worth more than its flat monetary value.
Anyway, what’s the level of evidence required to sue somebody for working against the interest of their shareholder? I’d expect it to be something along the lines of: the CEO knowingly and maliciously worked against their interest… I mean, we can’t have made being bad at your job illegal, right?
The market is pretty clever, so there is at least room to believe that any move that plausibly would help long-term company health should also help short-term stock prices, right?
I don't know about that. Are the most valuable companies those planning for sustainable returns over many decades? It seems to me the stock market is just a hype machine where anything past 5 years just doesn't exist, and CEOs operate accordingly.
Trivially, the company can expect that it's current shareholders will hold the stock for a long time and so there's no reason to "juice" the current price at the cost of future price.
But also simply, making long term plans is easily arguable to be in fiduciary duty as a future shareholder would be willing to pay more to the current shareholder for a company in good health.
My question is about those cases when they're different.
>But also simply, making long term plans is easily arguable to be in fiduciary duty as a future shareholder would be willing to pay more to the current shareholder for a company in good health.
The future is uncertain. The future company may be in worse health even with this forward-thinking decision, for any number of reasons. One in the bag is worth two in the bush and all that. So as long as we consider fiduciary duty a valid priority, how can we argue against immediate extraction of value over all other concerns?
The current shareholders have chosen the management (e.g., by voting for the Board) and are consequently agreeing to follow their plan. If you don't like that plan, you have other remedies: sell your stock, run for a seat on the board, etc.
As you note, the future is uncertain, so courts don't want to be in the business of second-guessing facts and competencies.
