Getting to Grips With the Shareholder Value Theory in Corporate Law

Abstract

When it comes to determining what is the objective of a large public company there are two dominant theories that are employed around the world. They are the shareholder value theory (also known as ‘shareholder primacy’ or ‘shareholder wealth maximization’) on the one hand, and the stakeholder theory on the other. Generally speaking, Anglo-American corporate law embraces the former, and in countries such as the UK, US, Canada, Australia and Ireland public companies apply shareholder value as their guiding light. Much has been written about the shareholder value approach, and the reasons why it should be implemented. But what has rarely been considered is: what does it actually mean and what does it involve? How does one determine whether a company has been managed in such a way as to achieve shareholder value? The main aim of this paper is to address those questions. The paper, after providing some background to the theory, examines what the theory actually stands for, and this involves an identification of the primary reasons given for the employment of the theory. Next, the paper seeks to ascertain what is meant by shareholder value and what it means to operate a company pursuant to the theory. One of the major selling points of shareholder value is that it is certain and clear. The paper finds that the meaning of shareholder value is in fact not clear and certain. Indeed, it is rather disturbing that there has been so little consideration of how such an influential theory in corporate life is applied in commercial terms. Equally worrying is the fact that there is a lack of consensus among its advocates as to what it involves.