When I play by a game, I use all the rules to my advantage even if I support a change to some of those rules. If I could legally vote twice because I had a college degree, I would -- even though I would support repealing such a rule. Here, we see AMZN maximizing shareholder value (which it MUST do,) and wee see Jeff Bezos suggest that some of the common rules of the game aren't optimal.
Think of the Buffet position on taxes -- he is going to pay as little as he has to, but he wishes everybody in his peer group paid more. He could just give his money to the government, but that is a categorically different action from lobbying for a systematic change.
Helmets were optional in the NHL before they became mandatory. Supposedly, almost nobody wore them beforehand (because it impacted performance), but virtually all players supported making them mandatory.
Nope, as far as I am aware there is no law that companies must maximize the value for their owners at the cost of all other considerations. This gets brought up constantly, and I've yet to see anyone support the claim with evidence. Sure, you can sue for breach of fiduciary duty, but that duty does not include no-holds-barred maximization.
There is no such law, and it's never been a fiduciary duty.
There is one common law school case where a court smacked down Henry Ford for saying he didn't care about shareholders, just his workers, but that's because it was the Dodge brothers bringing suit and Henry Ford was being a huge dick. That case wasn't really a correct statement of the law even at the time.
IANAL, but I believe that you are correct, the corporation must pursue its shareholder interests for the purposes outlined in its articles of incorporation. That can be (afaik) any legal purpose. AMZN has repeatedly communicated their purpose of maximizing long-term shareholder value.
> AMZN has repeatedly communicated their purpose of maximizing long-term shareholder value
Even that doesn't pin them down. Amazon can easily say they believe it is in their own long term interests to campaign against patent laws and therefore sacrificing a small short term profit from the one-click patent is a logically correct way to maximize long term shareholder value. The argument that a company "has to do evil thing X" to maximize shareholder value is pretty much always just an excuse for avoiding argument about whether "thing X" is evil or not.
>Sure, you can sue for breach of fiduciary duty, but that duty does not include no-holds-barred maximization.
That depends on what you mean by "no-holds-barred". If the company is giving up potential income they had better be able to explain the reason, otherwise it is a breach of fiduciary duty. Of course they're not allowed to do anything illegal, and you can probably get away with saying "this would give us bad PR". But "we don't enforce our patents because we think patents are stupid" is definitely a breach of fiduciary duty.
Managers have extremely wide latitude under the law to run the business as they see fit. As long as they have some hazy explanation as to how their actions could plausibly be for the benefit of shareholders, then they can do as they please. If shareholders don't like that, they can fire the managers. For example, Bezos could certainly say, "We think patents are stupid, as do many of our key customers, potential acquisition targets, and employees we'd like to hire." That could all be hogwash, but as long as he says it with a straight face on the witness stand, I don't believe he can successfully be sued personally.
The only reason eBay v Newmark exists as a case is that the managers are also the majority shareholders, which introduces a conflict of interest. (Well, that and the fact that eBay are dicks who were trying to fuck with a key competitor.) It's a weird case, and that decision has no practical implication for Bezos.
That bit from the decision comes up in regards to complicated stock shenanigans designed to keep eBay from getting more CL stock. The principle isn't being applied to ordinary management decisions, just decisions about stock ownership and board seats. So even if this decision did mean something for Bezos, it wouldn't mean anything about him deciding not to enforce patents.
Somebody else already cited this, and I don't think it proves what you think it proves. In this case, Craig and Jim were sued because they were actively attempting to diminish eBay's share value. In my inexpert opinion, it is not analogous to failing to enforce dubious patents. At any rate, the odds that Amazon would actually have been sued for failing to enforce one-click strike me as incredibly low.
If you read the decision, it seems that it is not really about shareholder maximization as we are discussing here. Instead, Jim and Craig actively worked to minimize the value of eBay's shares. Also, the very article you cite discusses a few ways in which companies can fail to perfectly maximize profits yet still stay on the correct side of the law. One example is philanthropy.
Except corporate philanthropy has limits. If the CEO of Exxon decided to donate 50% of all profits to philanthropy you can bet there would be a host of successful lawsuits.
If on the other hand a company's charter stats that 50% of all profits are donated to charity before it goes public then you your unlikely to successively sue them for continuing to do so.
On the third hand, extreme examples might not be relevant to a more minor tweak of profits like suing or not suing over one-click. If it's a matter of degrees, degrees matter.
True, enough. There are plenty of company's like IBM where giving up patent revenue without changes to the patent system would heavily impact there profits. However, IBM has donated a fair number of patents in the past.
No. Being a hypocrite would be telling other players not to take advantage of the rules while you take advantage of the rules. Advocating for change while still trying to win within the current rules is not.
Hypocrisy is the state of promoting or administering virtues, moral or religious beliefs, principles, etc., that one does not actually have or is also guilty of violating.
By your own definition it isn't hypocrisy. You are confusing virtues, morals, principles, and beliefs with rules. They aren't the same thing and shouldn't be conflated.
The argument could be made that patents are not a moral issue but an issue concerning efficient economics. Under that argument reforming patents is about making an industry more productive and useful. This can happen in two dimensions. A single business could benefit. An entire economy could benefit. A leader of a company could view the patent system like this:
My company right now can make the most money currently by registering, buying, and enforcing patents. However if the patent system were reformed we could reduce costs, legal risks and make even more money than we do now. Therefore I will lobby for patent reform. While still doing what I need to be successful as a company now.
It would be hypocritical to say "Everyone should voluntarily not use their special rights to vote twice" and then vote twice. It's not hypocritical to say "The law should be changed" and then go vote twice.
As in, there is no contradiction or hypocrisy if someone explicitly states their ordered preferences like this:
1) The law states that everyone gets one vote, I vote once.
2) The law states that college grads get two votes, I vote twice.
3) The law states that college grads get two votes, I vote once.
Jeff Bezos isn't opposing patents on moral grounds; he thinks that there would be economic benefit to everyone, including his company, to get rid of them. It would be of economic benefit to only everyone but Amazon if only Amazon abstained from having patents.
Saying you would use the rules to your advantage even though you disagree with them is very much hypocritical.
You may not agree with Wikipedia's definition of hypocrisy. That's fine, find another. But practicing the opposite of what you believe fits it perfectly.
Basically, if you want to maximize the expected value of fish you catch your going to fish to the limit of your capabilities. It would also be perfectly rational to suggest instituting catch limits with vary large penalties. After the rule change you may be perfectly happy to obey them because they make you more money for less effort and breaking them is not worth the risk. Note, a lot of environmental preservation is rational it's voluntary environmentalism that's often irrational behavior.
The Categorical Imperative (act only according to that maxim by which you can also will that it would become a universal law) suggests it is hypocritical - if it's bad for everyone to do it, it's bad for anyone to do it. Of course, not everyone agrees with Kant.
But that's not the only way to view ethics. More pragmatic people would say - "Sometimes the game is broken, and you have to do things which feel a bit wrong. That doesn't mean you can't advocate for the rules to be changed, though".
I don't think you can say he's a total hypocrite. He's not suggesting that all his competitors virtuously refrain from abusing patents, while he himself is abusing them. I don't see any real dishonesty or inconsistency.
Think of the Buffet position on taxes -- he is going to pay as little as he has to, but he wishes everybody in his peer group paid more. He could just give his money to the government, but that is a categorically different action from lobbying for a systematic change.