Two thoughts. First, Daniel Boorstin observed that "Disagreement produces debate but dissent produces dissension. ... People who disagree have an argument, but people who dissent have a quarrel." I trust that we have an argument rather than a quarrel.

Second, Dodge reminds me of Charles Dickens' infamous case of Jarndyce and Jarndyce: "This scarecrow of a suit, has, in course of time, become so complicated that no man alive knows what it means. The parties to it understand it least; but it has been observed that no two Chancery lawyers can talk about it for five minutes, without coming to total disagreement as to all the premises."

Gordon (or Steve), please help me out here. I never understood how the decision that "a business corporation is organized and carried on primarily for the profit of the stockholders" has come to mean "shareholder wealth maximization." I know that people use the latter phrase all the time in a legal context, but I don't get how that phrase got tagged to Dodge v. Ford.

My reading of the case is that directors must consider the interest of shareholders "primarily." It doesn't say "exclusively" and doesn't come close to saying "maximally."

I perfectly understand the economic, and possibly moral, compulsion to maximize shareholder value. But I can't see a legal compulsion arising from Dodge. What I see is a straw man in attacks on "shareholder wealth maximization" in the context of Dodge.

BTW - I teach Dodge in a somewhat different context:
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1011924