Shareholder Wealth Maximization as a Function of Statutes, Decisional Law, and Organic Documents

In context, corporate law is often credited with creating, hewing to, or reinforcing a shareholder wealth maximization norm: A business corporation is organized and carried on primarily for the profit of the stockholders. Commentators from the academy (law and business) and practice (lawyers and judges) have taken various views on this asserted norm. This essay contributes to the ongoing discussion by engaging key components of the shareholder wealth maximization norm principally as a matter of firm-level corporate governance -- the point at which applicable corporate governance law theory, policy, and doctrine intersect with a firm's organic documents (e.g., for a corporation, its charter and bylaws) and, more generally, corporate governance law practice. In an effort to broaden the conversation about the shareholder wealth maximization norm in an applied context, this essay describes shareholder wealth maximization under various state laws (in and outside Delaware) as a function of firm-level corporate governance as applicable to both publicly held and privately held corporations in a variety of states.