Re: OT to the extreme



Coby Beck wrote:

Worse than this, boards of directors are bound by law to disregard any moral concerns if they oppose profitability. They *must* act in the best interest of the stock holder.

You know, we're going to be living in a pretty sorry world when people are legally obliged to be consistently immoral. And it looks like we're half-way there already.


In any event, I call BS. It's just a convenient excuse.

According to
http://en.wikipedia.org/wiki/Fiduciary_duty
Members of the board of directors or the officers of a corporation may owe fiduciary duties to its shareholders, ...
Different jurisdictions define fiduciary duties differently, but three duties are very common:
1. Duty of Loyalty, i.e. a fiduciary must disregard his or her own self-interest and act for the benefit of the beneficiary;
2. Duty of Care, i.e. a fiduciary must exercise the highest standard of care in managing the beneficiary's interests; and
3. Duty of Candor or Disclosure, i.e. a fiduciary must disclose all information material to the relationship to the beneficiary.


Further, on the subject of business judgement rule:
http://en.wikipedia.org/wiki/Business_judgment_rule
the business judgment rule is a case law-derived concept in Corporations law whereby a court will refuse to review the actions of a corporation's Board of Directors in managing the corporation unless (1) there is some allegation of conduct that violates the corporate Duty of Care or Duty of Loyalty, or (2) there is an allegation that the Board's action lacked any rational basis.


In effect, the business judgment rule creates a strong presumption in favor of the Board of Directors of a corporation, freeing its members from possible liability for decisions that result in harm to the corporation. In short, it exists so that a Board will not suffer legal action simply from a bad decision.

The rationale for the rule is the recognition by courts that, in the inherently risky environment of business, Boards of Directors need to be free to take risks without a constant fear of lawsuits affecting their judgment.



So it's clear that not outsourcing to India does not constitute a breach of duty by the directors. Your argument is wrong.
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